8-K: Marquie Group Amends GetGolf.com Deal, Excludes Golf Course

The Marquie Group, Inc. announced a second amendment to its purchase agreement with GetGolf.com, excluding the Mountain Brook Golf Course and recharacterizing certain payments.

Summary

• The Marquie Group, Inc. (TMGI) entered into a Second Amended and Restated Purchase Agreement with Marc and Jacquie Angell (Sellers) and GetGolf.com (Buyer) on January 19, 2026.
• The Mountain Brook Golf Course, originally contemplated for inclusion, has been formally excluded from the transaction due to an inability to agree on mutually acceptable terms and financing.
• The transaction's scale is reduced from its original announcement due to the exclusion of the Mountain Brook Golf Course.
• Payments to Marc Angell have been recharacterized as purchase price consideration instead of compensation for services.
• The purchase price for the control shares is $500,000, payable over 12 consecutive months.
• Payments include an initial $180,000 to Marc Angell, $12,500 per month for 12 months to Marc Angell, $12,500 per month for 12 months to Jacquie Angell for a promissory note, and a $20,000 closing payment to Sellers.
• Sellers will retain all rights to 'The Music of Your Life' assets, which are divested from TMGI.
• The Angell Family Trust's common and preferred shares in TMGI, except those transferred to Buyer, will be returned to treasury for cancellation.
• Buyer agrees to assign and transfer majority ownership interest in 'Stand By Golf' and 'Apache Creek' golf-related assets to TMGI.
• TMGI owes approximately $44,400 to service providers, plus an ongoing monthly commitment of $5,802.20, which the Buyer, through the Company, agrees to assume.
• The Buyer, through the Company, assumes all debts of the Company as listed in the May 31, 2025 10-K filing, with the Buyer having no personal liability for corporate debts.

Sentiment

Score: 5

Explanation: The sentiment is neutral to slightly negative. While the transaction proceeds and establishes a clear strategic direction towards golf, the reduction in scale due to the exclusion of a significant asset (Mountain Brook Golf Course) is a notable drawback. The assumption of liabilities and new asset acquisition are positive, but the overall initial scope was diminished.

Positives

• The transaction proceeds as amended, providing clarity on the future ownership and strategic direction of TMGI.
• TMGI will acquire new golf-related assets, 'Stand By Golf' and 'Apache Creek', aligning with a focused golf business strategy.
• The Buyer, through the Company, assumes existing service provider balances of approximately $44,400 and an ongoing monthly commitment of $5,802.20.
• The Buyer represents having sufficient resources to operate TMGI post-Closing and meet financial obligations.
• The divestiture of 'Music of Your Life, Inc.' assets allows TMGI to focus solely on its new golf-centric business model.

Negatives

• The exclusion of the Mountain Brook Golf Course reduces the scale of the transaction as originally announced.
• The inability to arrive at mutually acceptable terms and financing for the Mountain Brook Golf Course indicates a potential hurdle in the original deal structure.
• The transaction involves significant payment obligations over 12 months, with a 50% penalty for missed payments and potential forfeiture of control shares upon default.

Risks

• Buyer default on Seller Consideration Payments or the Jacquie Angell Promissory Note could lead to a 50% penalty on unpaid amounts and potential forfeiture of control shares.
• Sellers retain an irrevocable Power of Attorney to re-issue Control Shares to themselves if Buyer remains in default for 90 days.
• Potential for undisclosed liabilities, despite Seller's representation that all material liabilities are disclosed.
• Regulatory violations or penalties from the pre-Closing period could lead to indemnification claims against the Seller.
• Third-party claims related to the ownership, operation, or management of the Company after the Closing Date are indemnified by the Buyer.

Future Outlook

The Company intends to continue operating in compliance with applicable laws and regulations, with a post-Closing operational focus on golf-related assets. The Buyer has represented having sufficient resources to meet the financial obligations and operate TMGI.

Management Comments

• Jeff Foster signed the Form 8-K as Chief Executive Officer of The Marquie Group, Inc. on January 20, 2026.
• Marc Angell signed the Second Amended and Restated Purchase Agreement as CEO of The Marquie Group, Inc. on January 19, 2026 (pre-closing).

Industry Context

This announcement signifies a strategic pivot for The Marquie Group, Inc. towards becoming a focused entity within the golf industry, divesting non-core assets ('Music of Your Life') and acquiring new golf-related properties ('Stand By Golf' and 'Apache Creek'). This aligns with a trend of companies streamlining operations to concentrate on specific, potentially higher-growth, market segments.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• Seller represents and warrants that there is no pending or threatened litigation against TMGI.

Related Party Transactions

• Marc and Jacquie Angell are the Sellers of the control shares and are receiving purchase price consideration and payments for a promissory note.
• Marc Angell was the CEO of The Marquie Group, Inc. prior to the closing of this transaction.
• The 'Music of Your Life, Inc.' assets are being divested back to Marc and Jacquie Angell.

Stakeholder Impact

• Shareholders: Significant change in company control and strategic direction towards a golf-focused business, potentially impacting future share value.
• Employees: Implied change in management and operational focus, which may lead to organizational restructuring.
• Service Providers: Existing liabilities to service providers will be assumed by the Company under the new control, ensuring continuity of payments.
• Creditors: Existing debts of the Company, as listed in the May 31, 2025 10-K filing, are assumed by the Company under the new control.

Next Steps

• Closing of the transaction, expected 4 days from January 19, 2026.
• Transfer of Company bank account at US Bank to Buyer.
• Transfer of Control Shares to Buyer's designees (Jeff Foster and Kelly Kirchkoff).
• Introduction of Buyer to service providers as the new CEO.
• Assignment of 'Stand By Golf' and 'Apache Creek' assets to TMGI.
• Payment of outstanding Service Provider balances and assumption of monthly budget.
• Cooperation on SEC, FINRA, and OTC Markets filings (e.g., Forms 3, 4, control disclosures).
• Update of stock ledger and Transfer Agent records within 30 business days after Closing.
• Issuance of a press release or filing of an 8-K within two business days following Closing.

Key Dates

Recommendation

The Marquie Group is undergoing a significant transformation with a change in control and a clear strategic pivot towards the golf industry, divesting non-core assets and acquiring new ones. While the exclusion of the Mountain Brook Golf Course reduces the initial scale, the new management's commitment to assume liabilities and operate with sufficient resources provides a foundation. Investors should hold to observe the execution of this new strategy and the performance of the acquired golf assets before making further investment decisions, as the long-term impact of this strategic shift is yet to be realized.

Keywords

The Marquie Group, GetGolf.com, Purchase Agreement, Corporate Control, Golf Assets, SEC Filing, 8-K, Acquisition, Divestiture, Voting Control, Mountain Brook Golf Course, Stand By Golf, Apache Creek