Marvel Discovery spinout
2021-04-30 19:12 ET - Major Transaction Completed
Pursuant to special resolutions passed by the shareholders of Marvel Discovery Corp. on April 23, 2021, and approval by the Supreme Court of British Columbia on April 28, 2021, the company and Power One Resources Corp. (Spinco) intend to complete a plan of arrangement under sections 288 and 291 of the Business Corporations Act (British Columbia). The arrangement is anticipated to be completed on May 13, 2021, and will result in the company transferring to Spinco, certain assets consisting of the company's interests in the Serpent River and Wicheeda North mineral properties.
In consideration of the transfer of the properties to Spinco, Spinco will:
- Assuming the expenses currently outstanding and owing by the company in connection with acquiring, exploring or maintaining the properties;
- Issue five million common shares in the capital of Spinco to the company;
- Issue to company shareholders one Spinco common share for every five common shares held in the capital of the company.
Pursuant to the arrangement, company shareholders will receive, for every five company share held, one of a Spinco share, based on the total number of issued and outstanding company shares as of the close of business on May 7, 2021. The number of company shares held by each shareholder will not change as a result of the arrangement.
For further information, refer to the company's management information circular dated March 29, 2021, and news releases dated March 17, 2021, and April 23, 2021, which are available under the company's profile on SEDAR.
The payable date, record date, due-bill trading date, ex distribution date and due-bill redemption date are as set forth below.
Distribution per share: one Spinco share for every five company shares
Payable date: May 13, 2021
Record date: May 7, 2021
Due-bill trading date: May 6, 2021
Ex distribution date: May 14, 2021
Due-bill redemption date: May 15, 2021
No fractional shares of Spinco will be distributed to shareholders and, as a result, all fractional amounts arising under the arrangement will be rounded down to the nearest whole number without any compensation therefor.
Due-bill trading
The company has declared a distribution, per five common shares held in the company, of one Spinco share, which is payable on May 13, 2021, to shareholders of record as of the close of business on May 7, 2021. The common shares of the company will commence trading on a due-bill basis effective from the opening on May 6, 2021, until May 13, 2021, inclusively. Sellers of the shares from May 6, 2021, to and including May 13, 2021, will not be entitled to the distribution. The shares will commence trading on an ex distribution basis effective at the opening on May 14, 2021.
© 2021 Canjex Publishing Ltd. All rights reserved.