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Latin Metals Provides Spin-Out Transaction Update
Globenewswire· 2026-01-22 13:45
Core Viewpoint - Latin Metals Inc. is progressing with the spin-out of its Para Copper Project and Auquis Copper Project into a wholly owned subsidiary, Latin Explore Inc., through a court-approved plan of arrangement under British Columbia's Business Corporations Act [1]. Shareholder Meeting - A Special Meeting of Shareholders was held on January 14, 2026, where all resolutions related to the spin-out were approved with overwhelming support [2]. - The Arrangement Resolution required at least two-thirds approval from shareholders present, and it received 100% support from the votes cast [3][4]. Court Approval - The Supreme Court of British Columbia granted the final order approving the Arrangement on January 16, 2026 [5]. Financing Details - Latin Metals completed a non-brokered private placement of 30,000,000 subscription receipts for gross proceeds of $3,000,000 at a price of $0.10 per receipt, effective January 10, 2026 [6]. - Each subscription receipt will convert into a unit of Finco, consisting of one common share and one-half common share purchase warrant [7]. Share Exchange and Spin-Out - Following the conversion of subscription receipts, Latin Explore will acquire all common shares of Finco in exchange for shares of Latin Explore [9]. - The spin-out transaction is expected to close in early February 2026, with shareholders entitled to receive fractional shares of Latin Explore based on their holdings in Latin Metals [11][12]. Listing Application - Latin Explore submitted a listing application to the TSX Venture Exchange on December 24, 2025, and expects the shares to be listed by February 28, 2026 [13]. Company Overview - Latin Metals Inc. operates as a copper, gold, and silver exploration company in Peru and Argentina, utilizing a prospect generator model to minimize risk and maximize discovery potential [15].
Great Pacific Gold Announces 1:1 Spin Out of Australian Walhalla Gold Project
Newsfile· 2025-05-02 12:00
Core Viewpoint - Great Pacific Gold Corp. has announced a spin-out transaction to distribute shares of a new company, Walhalla Gold Corp., which will own the Walhalla Gold Project in Victoria, Australia, to its shareholders [1][4]. Transaction Details - The spin-out will allow each shareholder of Great Pacific to receive one share of Walhalla for every share they hold in Great Pacific [6][14]. - Great Pacific will receive a one-time cash payment of $1.5 million from 1537559 B.C. Ltd. (Finco) as part of the transaction [3][14]. - Walhalla will retain a 2% Net Smelter Royalty (NSR) on the Walhalla Gold Project [6][14]. Walhalla Gold Project Overview - The Walhalla Gold Project spans over 1,400 square kilometers in Victoria and has a history of gold production totaling 1,510,309 ounces at a grade of 33.59 g/t gold [6][7]. - The project includes a high-priority greenfield target called Pinnacles, which features a 400m x 1,100m gold mineralized aplitic dyke ready for immediate drilling [5][6]. Historical Production and Exploration - The Walhalla Gold Project has a prolific history with significant past production and multiple areas with historic mines, many of which have not undergone modern exploration [7]. - Notable historic production includes Cohen's Reef and Longfellows Reef, with significant grades reported from previous drilling [7][8]. Future Plans and Structure - A proposed management team and board of directors for Walhalla will be announced, and Finco will issue a total of 10 million common shares to the new management team as part of the spin-out [10][12]. - The capital structure of Walhalla will include the issued shares of Great Pacific and Finco after the completion of the spin-out [11][12].