Pantages Capital Acquisition Corp

The Extension Proposal asks shareholders to approve a special resolution amending the Company’s charter to permit up to twelve one‑month extensions of the deadline to complete an initial business combination, moving the hard Termination Date from June 6, 2026 to a final Extended Date of June 6, 2027 if exercised monthly. Management seeks shareholder approval because the Company has entered into a definitive agreement to combine with Horizon Mining SPV Pty Ltd and believes additional time may be required to satisfy closing conditions and consummate the transaction. If approved, the Sponsor (or its affiliates/designees) may deposit $0.033 per non‑redeemed public share into the trust account for each month extended (up to $60,000) treated as a non‑interest-bearing loan evidenced by a promissory note that may be unrepaid if no business combination occurs. The charter amendment preserves existing redemption rights for public shareholders in connection with the extension and maintains the requirement that redemptions cannot leave the company with net tangible assets under $5,000,001. Approval requires a two‑thirds vote and, if not approved, the company would liquidate per the existing charter. The Board unanimously recommends a FOR vote, citing the time, effort and financial resources already expended and potential value of the Proposed Business Combination, while disclosure notes conflicts of interest (founder shares, private units, sponsor loan) that could influence the vote.

The Trust Agreement Amendment Proposal asks shareholders to approve an amendment to the Company’s trust agreement with Wilmington Trust, N.A. that would allow the trustee to postpone liquidation and permit the Company to extend the Termination Date up to twelve times, each by one month, until June 6, 2027, provided the Sponsor (or its affiliates/designees) deposits into the Trust Account for each extension an amount equal to $0.033 per non‑redeemed Class A ordinary share, up to $60,000 per month. This amendment is transaction‑specific and operatively required to implement the charter Extension; it addresses the mechanics of preserving and administering funds held in trust during any extended period. The board conditions implementation of the Trust Agreement Amendment on approval of the Extension Proposal and retains discretion to abandon implementation even if approved. The Sponsor’s deposit will be treated as a non‑interest‑bearing unsecured promissory note, with limited repayment prospects if no business combination occurs, and purchases by Sponsor or affiliates may be used to reduce redemption votes subject to disclosure and voting restrictions. The Board recommends a FOR vote because without the Trust Agreement Amendment the Company cannot fund monthly extensions and would be forced to liquidate if the Extension is approved but not implemented due to trust mechanics.

The Adjournment Proposal asks shareholders to grant the board authority to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies if there are insufficient tabulated votes at the meeting to approve the Extension Proposal and Trust Agreement Amendment Proposal or if otherwise necessary. This is a procedural, ordinary-resolution measure that enables the Company to continue solicitations to obtain the requisite special resolution votes without triggering liquidation. The board recommends FOR because adjournment is a standard governance tool to preserve shareholder value by enabling additional outreach; the adjournment will only be presented if initial votes are insufficient and will be the only proposal voted upon if presented as the first item. This proposal requires a simple majority and carries minimal substantive policy risk; however, repeated adjournments could extend uncertainty for shareholders and potentially affect market liquidity or regulatory listing compliance.