12:48:44 EST Fri 27 Jan 2023
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Centurion Minerals receives court OK for spinout

2022-08-18 16:45 ET - News Release

Mr. David Tafel reports

CENTURION IS GRANTED COURT ORDER APPROVAL FOR SPINCO ARRANGEMENT

Centurion Minerals Ltd. has been granted the final court order (Aug. 17, 2022) from the Supreme Court of British Columbia approving the plan of arrangement under the Business Corporations Act (British Columbia), pursuant to which the company intends to complete a spinout transaction under the terms of the arrangement agreement, between the company and 1364565 B.C. Ltd. (SpinCo), as previously announced and approved by shareholders at the annual, general and special shareholder meeting (AGSM) held on Aug. 12, 2022.

Completion of the arrangement is subject to satisfaction of all other terms and conditions set out in the arrangement agreement, including final approval of the TSX Venture Exchange. It is currently expected that, subject to satisfaction of all such terms and conditions, the arrangement will close on or about Aug. 23, 2022.

A letter of transmittal will be sent to each registered shareholder of the company. It contains instructions for obtaining delivery of share certificates or DRS statements evidencing ownership of the common shares in the capital of each of the company and SpinCo, which such registered shareholders of the company are entitled to receive upon the arrangement becoming effective.

As previously disclosed, shareholders approved all resolutions proposed by management at the Aug. 12, 2022, AGSM, including approval of the company's new (rolling 10 per cent) long-term incentive plan (LTIP). The number of shares presently issuable under the LTIP is 1,681,973, being 10 per cent of the current issued and outstanding. The LTIP includes the details of any additional shareholder and exchange approvals that may be required.

About Centurion Minerals Ltd.

Centurion Minerals is a Canadian-based company with a focus on mineral asset development in the Americas. The company's lead investment is its interest in the Ana Sofia agri-gypsum fertilizer project, and it is also reviewing additional prospective, precious mineral exploration projects.

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