Pantages Capital Acquisition Corporation (PGAC) filed an 8-K reporting entry into a Business Combination Agreement dated 18 November 2025. Parties are PGAC (Purchaser), MacMines Austasia Pty Ltd (Company), Horizon Mining Limited (Pubco, Cayman), Horizon Merger 1 Limited (Merger Sub, wholly owned by Pubco), Horizon Mining SPV Pty Ltd (Tenement SPV), and Jincheng Yao as Seller Representative. Structure is a reverse merger: Merger Sub merges into PGAC, with PGAC surviving as a wholly owned subsidiary of Pubco. Public and private units detach into one Class A ordinary share and one right. Non-redeemed PGAC ordinary shares convert 1-for-1 into Pubco ordinary shares. Redeemed shares are cancelled for no consideration. Outstanding PGAC rights convert into the number of Pubco ordinary shares they would have received on a business combination under the charter, IPO prospectus, and rights terms. Reorganization Shares reclassify into Pubco ordinary shares. No fractional Pubco shares; amounts round down to whole shares. Closing conditions include customary bring-downs (subject to materiality), pre-closing covenant compliance, resignation of PGAC directors and officers at or before closing, no continuing Material Adverse Effect on Purchaser or Tenement SPV and subsidiaries, and specified certificates and deliveries. Covenants cover ordinary-course operations, mutual books-and-records access, Company delivery of financial statements, and PGAC keeping SEC filings current. Related agreements executed with the BCA: Seller Lock-Up (50% of Company-held Pubco securities restricted until the earlier of six months post-closing or $12.50 closing sale price for 20 trading days in any 30 consecutive trading days after closing); Seller Support (Company non-transfer and vote in favor); Sponsor Support (Sponsor non-transfer and vote in favor); and a form Registration Rights Agreement to be entered at closing (demand, piggyback, shelf). Termination rights include mutual consent; either side if closing conditions are not met or waived by 31 March 2026; final non-appealable governmental order blocking the deal; uncured material breach (cure window the earlier of 20 days after notice and 31 March 2026); or failure of the other party’s shareholders to approve required matters. Close-path (Pulse): definitive agreement is signed and the path runs through an F-4 registration statement/proxy prospectus, shareholder approvals, and the stated conditions, with a hard outside date of 31 March 2026. Cash (V): the filing does not state trust value, redemption mechanics beyond cancellation of redeemed shares, PIPE, minimum-cash, or net-cash figures. The filing does not disclose enterprise value, equity value, exchange ratio beyond the 1-for-1 SPAC share map and rights conversion by reference, cash consideration, PIPE or backstop terms, minimum cash condition, expected redemptions, or pro forma ownership. Full economics sit in Exhibit 2.1 and the forthcoming F-4.

Conversion 1/5