Business
Centurion Announces Update on Cannabis Spinout Transaction, Share Consolidation, and Change of Transfer Agent
New York, New York--(Newsfile Corp. - June 24, 2022) - Centurion Minerals Ltd. (TSXV: CTN) (...
About this update from Centurion Minerals Ltd.
[{"type":"text","content":"Centurion Announces Update on Cannabis Spinout Transaction, Share Consolidation, and Change of Transfer AgentNew York, New York--(Newsfile Corp. - June 24, 2022) - Centurion Minerals Ltd. (TSXV: CTN) (the \"Company\") is pleased to update shareholders on progress regarding previously announced plans that include: distributing shares to its shareholders in a wholly owned subsidiary (\"SpinCo\") created to complete the previously announced, \"HAI Beverage/CannaEden Group\" cannabis transaction; and, completing the required steps to enable the Company to resume trading in the near term, continuing as a mineral exploration issuer, and providing near term liquidity for shareholders. The Company has entered into an arrangement agreement (the \"Arrangement Agreement\") with SpinCo pursuant to which the parties intend to complete a spinout transaction by way of a court approved plan of arrangement under the Business Corporations Act (British Columbia) (the \"Arrangement\"). Additionally, on June 24, 2022, the Company received an Interim Order from the Supreme Court of British Columbia (the \"Court\") regarding approval of the Arrangement. The Interim Order sets out the conditions that must be met to apply for a final order of the Court (\"Final Order\") approving the Arrangement and includes the holding of the Annual General and Special meeting (the \"Meeting\") of shareholders of the Company (\"Shareholders\") to approve the Arrangement.Spin Out and Arrangement DetailsThe purpose of the Arrangement is to reorganize the Company and its assets and operations into two separate companies: the Company and SpinCo. The board of directors of the Company (the \"Board\") believes this will provide Shareholders with additional investment choices, and enhanced value as the Company and SpinCo will be solely focused on the pursuit and development of their respective business operations and assets.Pursuant to the Arrangement Agreement, and in accordance with the plan of arrangement (the \"Plan of Arrangement\"), among other things:The Company's cannabis agreements and $182,135.71 of cannabis related liabilities will be transferred to SpinCo, all as more fully set forth in the Circular (defined below);In consideration of the foregoing, SpinCo will transfer to the Company, the respective number of: (i) common shares in the capital of SpinCo equal to th...