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Transglobal Management Group Inc.

01/20/2026 | Press release | Distributed by Public on 01/20/2026 09:02

Material Agreement (Form 8-K)

Item 1.01 - Entry into a Material Definitive Agreement

On October 20, 2025, as previously disclosed, The Marquie Group, Inc. (the "Company" or "TMGI") entered into a Purchase Agreement with Marc Angell and Jacquie Angell (the "Sellers") and GetGolf.com (the "Buyer"), as amended on December 8, 2025, pursuant to which the Buyer agreed to acquire voting control of the Company.

On January 19, 2026, the Company, the Sellers, and the Buyer entered into a Second Amended and Restated Purchase Agreement (the "Second Amended Purchase Agreement"), which amends and restates the prior agreement in its entirety.

The Second Amended Purchase Agreement reflects, among other things, (i) the formal exclusion of the Mountain Brook Golf Course from the transaction for several reasons, including the inability to arrive at mutually acceptable terms previously contemplated with respect to that asset; and (ii) the recharacterization of certain payments to Marc Angell as purchase price consideration rather than compensation for services. Except as described above, the material terms of the transaction remain substantially consistent with those previously disclosed.

The foregoing description of the Second Amended Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended Purchase Agreement, which is filed as an exhibit to this Current Report on Form 8-K.

Item 8.01 Other Events

As previously disclosed, the Company's transaction with GetGolf.com originally contemplated the inclusion of the Mountain Brook Golf Course as part of the assets to be acquired. The inclusion of that asset was subject to several items, including but not limited to, the Buyer obtaining additional third-party financing on mutually acceptable terms. As reflected in the Second Amended and Restated Purchase Agreement entered into on January 19, 2026, for various reasons such acceptable terms related to funding and other items were not obtained, and, accordingly, the Mountain Brook Golf Course was excluded from the transaction. The exclusion of the Mountain Brook Golf Course represents a material change to the assets originally contemplated in the transaction and reduces the scale of the transaction as originally announced. The Company continues to proceed with the transaction as amended.

Transglobal Management Group Inc. published this content on January 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 20, 2026 at 15:02 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]