Mr. David Patterson reports
AURBIS RESOURCES INITIATES PLANS FOR PROPOSED SPIN-OUT OF DUCROS NICKEL PROJECT
Aurbis Resources Corp. has initiated plans to spin out its 100-per-cent-owned Quebec mineral claims, known as the Ducros nickel project (the spinout assets) through the distribution of its wholly owned subsidiary, 1560357 B.C. Ltd., which holds the spinout assets, to the shareholders of Aurbis. The proposed spinout project is still in the early stages and there is no guarantee that the company will proceed with the spinout.
Aurbis currently intends to structure the spinout by way of a plan of arrangement (POA) to better enable 1560357 to apply to list the common shares on a recognized Canadian venture exchange. Full details, including share exchange ratios, capitalization, distribution record dates and listing timeline, will be provided in the POA that will be described once finalized in a subsequent news release and in a management information circular to be distributed to shareholders. It is currently anticipated that the spinout project, if it proceeds, would target a late 2026/early 2027 listing date, subject to the receipt of applicable shareholder, court and regulatory approvals. It is anticipated that 1560357 will undertake a private placement to fund the business of 1560357 in conjunction with the spinout.
Aurbis will establish a special committee of independent directors to evaluate the proposed spinout and to, inter alia, consider whether the spinout is fair to Aurbis shareholders and in the best interests of the company.
Proposed directors and management of 1560357 have not been determined. New appointments to board and management, including a chief executive officer, are expected to be made and announced in conjunction with the mailing of the management information circular which will need to be prepared in connection with the proposed spinout. Aurbis and 1560357 will have separate sources of funding and independent operations. Shareholders are cautioned that the final details of the spinout are still to be determined and there is no certainty that the spinout will be completed on the terms currently proposed or at all.
We seek Safe Harbor.
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