Spin-off (media)

IMC Announces Potential Reverse Merger with Kadimastem a leading Clinical cell therapy company

Retrieved on:

Wednesday, February 28, 2024

TORONTO and GLIL YAM, Israel, Feb. 28, 2024 /PRNewswire/ -- IM Cannabis Corp. (CSE: IMCC) (NASDAQ: IMCC) (the "Company" or "IMC"), a leading medical cannabis company with operations in Israel and Germany, is pleased to announce that it has entered into a non-binding term sheet dated February 13, 2024, as amended (the "Term Sheet"), and a Loan Agreement (as defined below) with Holding Company (as defined below), with Israel-based Kadimastem Ltd a clinical cell therapy public company traded on the Tel Aviv Stock Exchange under the symbol (TASE: KDST) ("Kadimastem"), whereby the parties will complete a business combination that will constitute a reverse merger into the Company by Kadimastem (the "Proposed Transaction").

Key Points:

We have been looking for a way to deliver maximum value for our shareholders in the current situation and believe that a reverse merger with Kadimastem will provide this," said Oren Shuster, CEO of IMC.
"With its focus on clinical stage cell therapy, and an FDA approval for a Phase IIa clinical trial, we believe that Kadimastem has tremendous potential."
The Proposed Transaction will be effected by way of a plan of arrangement involving a newly created wholly-owned subsidiary of IMC and Kadimastem (the "Arrangement").
Pursuant to the terms of the Term Sheet, a loan agreement dated February 28, 2024 (the "Loan Agreement") was entered between IMC Holdings Ltd. a wholly-owned subsidiary of IMC (the "Holding Company") and Kadimastem.

VIZSLA SILVER ANNOUNCES UPDATE ON ROYALTY SPINOUT

Retrieved on:

Monday, February 12, 2024

Spin-off (media), News, Panuco, Holding company

VANCOUVER, BC, Feb. 12, 2024 /PRNewswire/ - Vizsla Silver Corp. (TSXV: VZLA) (NYSE: VZLA) (Frankfurt: 0G3) ("Vizsla Silver" or the "Company") is pleased to announce that, further to its news release dated January 17, 2024, it intends to enter into an arrangement agreement with its wholly-owned subsidiary Vizsla Royalties Corp. ("Spinco") within 45 days of this news release in respect of the spinout of the shares of Spinco to the Company's shareholders (the "Spinout").

Key Points:

VANCOUVER, BC, Feb. 12, 2024 /PRNewswire/ - Vizsla Silver Corp. (TSXV: VZLA) (NYSE: VZLA) (Frankfurt: 0G3) ("Vizsla Silver" or the "Company") is pleased to announce that, further to its news release dated January 17, 2024, it intends to enter into an arrangement agreement with its wholly-owned subsidiary Vizsla Royalties Corp. ("Spinco") within 45 days of this news release in respect of the spinout of the shares of Spinco to the Company's shareholders (the "Spinout").
Spinco currently holds, indirectly, a net smelter royalty on any future mineral production at Vizsla Silver's flagship, 100% owned Panuco silver-gold project located in Mexico.
The Company further announces that holders of its common shares (the "Vizsla Silver Shares") will be entitled to 1/3 of a common share of Spinco and 1/3 of a common share purchase warrant of Spinco for each Vizsla Silver Share held on the share distribution record date.
Shareholders are invited to contact Vizsla Silver via email at [email protected] for additional information regarding the Spinout.

Uranium Mining Market Performance Booming as Demand Skyrockets, Projected to Reach $11 Billion

Retrieved on:

Wednesday, January 17, 2024

The construction and expansion of nuclear power plants lead to increased uranium demand, driving uranium mining activities.

Key Points:

The construction and expansion of nuclear power plants lead to increased uranium demand, driving uranium mining activities.
The report says: “The global uranium mining market is expected to reach US$ 11,388.3 million by 2030, with an annual growth rate of more than 5.0%.
The uranium mining market is estimated to be 53.0 thousand tons (kt) in 2023.
Based on the mining method, the open-pit mining segment is the most common method of uranium mining, accounting for over 90% of global uranium production in 2022.

F3 Announces Intention to Spin-Out F4 Uranium Corp.

Retrieved on:

Tuesday, January 16, 2024

Athabasca, FUU, Meeting, Arrangement, Property, PLN, Spin-off (media), Tropical cyclone, Attention, Radioactive decay, Canada Business Corporations Act, Murphy Lake, TSX Venture Exchange, National Instrument 43-101, Broach, National instrument, Oil

Raymond Ashley, President of F3 and incoming CEO of F4, commented: "The F4 Properties demand greater attention from the drill bit and from the market.

Key Points:

Raymond Ashley, President of F3 and incoming CEO of F4, commented: "The F4 Properties demand greater attention from the drill bit and from the market.
The proposed terms of the Arrangement provide that, among other things, F3 will transfer the Properties to F4 in exchange for F4 Shares.
F3 shareholders will receive F4 Shares on the basis of one F4 Share for every 10 common shares of F3 held at the record date of the Arrangement.
In addition, it is proposed that upon the creation of F4, F3 shall make a strategic investment into F4, providing sufficient capital to complete the Spin-Out and Listing.

Consolidated Uranium Announces Record Date for the Spin-Out of Premier American Uranium

Retrieved on:

Monday, November 20, 2023

Cloud, Suite, PI, TSX Venture Exchange, Temperance, Sale, Spin-off (media), CUR, Acquisition, Mergers and acquisitions, Date, News, PUR, Arrangement, Security (finance)

TORONTO, Nov. 20, 2023 (GLOBE NEWSWIRE) -- Consolidated Uranium Inc. (“CUR”, the “Company”, “Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is pleased to provide an update on the previously announced planned spin-out of Premier American Uranium Inc. (“Premier American Uranium” or “PUR”), through a plan of arrangement under the Business Corporations Act (Ontario) (the “Spin-Out”).

Key Points:

TORONTO, Nov. 20, 2023 (GLOBE NEWSWIRE) -- Consolidated Uranium Inc. (“CUR”, the “Company”, “Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is pleased to provide an update on the previously announced planned spin-out of Premier American Uranium Inc. (“Premier American Uranium” or “PUR”), through a plan of arrangement under the Business Corporations Act (Ontario) (the “Spin-Out”).
PUR is currently a majority-controlled subsidiary of CUR focused on the acquisition, exploration, and development of uranium projects in Wyoming and Colorado.
Accordingly, the Company is pleased to announce the anticipated closing date for the Spin-Out is November 27, 2023 (the “Record Date”).
Shareholders of record as of October 16, 2023, are eligible to vote at the Meeting.

LiveOne to Ring Nasdaq Opening Bell for Subsidiary PodcastOne (PODC) Direct Listing

Retrieved on:

Thursday, September 7, 2023

LiveOne, LVO, Spin-off (media), Spinning Out, Music, Powder metallurgy

LOS ANGELES, CA, Sept. 07, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire – LiveOne (Nasdaq: LVO ), an award-winning, creator-first music, entertainment, and technology platform, today announced that its subsidiary, Courtside Group, Inc. (dba PodcastOne) will ring the Nasdaq Stock Market (“Nasdaq”) opening bell on Friday, September 8, 2023 to celebrate completion of its direct listing on Nasdaq and spin-out as a separate public company.

Key Points:

LOS ANGELES, CA, Sept. 07, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire – LiveOne (Nasdaq: LVO ), an award-winning, creator-first music, entertainment, and technology platform, today announced that its subsidiary, Courtside Group, Inc. (dba PodcastOne) will ring the Nasdaq Stock Market (“Nasdaq”) opening bell on Friday, September 8, 2023 to celebrate completion of its direct listing on Nasdaq and spin-out as a separate public company.
After the Spin-Out, LiveOne will own approximately 80% of PodcastOne (on a non-fully diluted basis) and continue to consolidate PodcastOne's financial results.

Astra Energy Inc. Announces Spin-Out of Regreen Technologies Inc.

Retrieved on:

Wednesday, September 6, 2023

IPO, Face, Bank statement, OTCQB, Arrangement, SAN, IBN, Security (finance), Spin-off (media)

Under the Arrangement, Astra would distribute the common shares of Spinco to Astra's shareholders.

Key Points:

Under the Arrangement, Astra would distribute the common shares of Spinco to Astra's shareholders.
Once the Arrangement becomes effective, Astra shareholders of record will ultimately own shares in two public companies: Spinco, which will focus on the manufacturing, licensing and distribution of equipment based on the Regreen patented technology; and Astra, the parent company, which will continue with both the development of its clean and renewable energy projects abroad and the advancement of the Holcomb Energy Systems initiatives.
The Company will take several steps to facilitate the completion of the spin-out.
Many of these considerations, approvals and conditions will be influenced by and/or be dependent on the specific structure that is ultimately selected.

LiveOne Sets Ex-Dividend Date of September 5, 2023 for PodcastOne’s Special Dividend

Retrieved on:

Wednesday, August 30, 2023

PODC, Special dividend, LOS, Race – Spin-out – Cryptogram, Date, Spin-off (media), Maxima and minima, LVO, Holding company, LiveOne

LOS ANGELES, CA, Aug. 30, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire - LiveOne (Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced today that September 5, 2023 has been set by Nasdaq and LiveOne as the ex-dividend date for LiveOne shareholders to receive pro rata its previously announced planned special dividend of approximately 19% of PodcastOne’s common stock (the “Special Dividend”) as part of its planned spin-out of PodcastOne as a separate public company (the “Spin-Out”).

Key Points:

After the Spin-Out, LiveOne will own approximately 80% of PodcastOne (on a non-fully diluted basis) and continue to consolidate PodcastOne's financial results.
Those who purchase LiveOne shares after September 1, 2023 will not be eligible to receive the Special Dividend payment.
LiveOne has scheduled the Special Dividend payment to eligible stockholders to be distributed on September 1, 2023.
LiveOne previously announced August 28, 2023 (the “Record Date”) as the record date to determine LiveOne’s shareholders of record eligible to receive its planned Special Dividend.

PodcastOne Common Stock Expected to Commence Trading on a National Securities Exchange on or Around September 8, 2023

Retrieved on:

Monday, August 21, 2023

Common stock, Shareholder, Special dividend, You Spin Me Round (Like a Record), LOS, Spin-off (media), LVO, Holding company, LiveOne

LOS ANGELES, CA, Aug. 21, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- LiveOne (Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced today that it has set August 28, 2023 as the record date to determine LiveOne’s shareholders of record eligible to receive its planned special dividend of approximately 19% of PodcastOne’s common stock as part of its planned spin-out of PodcastOne as a separate public company (the “Spin-Out”).

Key Points:

In February 2023, LiveOne announced it had received an independent, third party valuation from ValueScope, which indicates that the fair market value range of its wholly-owned subsidiary PodcastOne’s equity, on a controlling, marketable interest basis, as of December 31, 2022, is reasonably stated as between $230 million and $274 million.
The valuation report was obtained in connection with planned Spin-Out.
Other criteria, if any, to determine LiveOne’s shareholders eligible for the special dividend shall be determined and announced by LiveOne at a later date.
The planned Spin-Out, amount of the special dividend and LiveOne’s shareholders' dividend eligibility shall be subject to obtaining applicable approvals and compliance with applicable rules and regulations and public market trading and listing requirements.

Consolidated Uranium Receives Shareholder and Court Approval for the Spin-out of Premier American Uranium Inc.

Retrieved on:

Wednesday, August 16, 2023

Ontario Superior Court of Justice, Effective date, TSX Venture Exchange, Race – Spin-out – Cryptogram, Model Business Corporation Act, Chartered Professional Accountant, PUR, CUR, Spin-off (media), United States Department of Energy, Security (finance)

TORONTO, Aug. 16, 2023 (GLOBE NEWSWIRE) -- Consolidated Uranium Inc. (“CUR”, the “Company”, “Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is pleased to announce it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced spin-out of Premier American Uranium Inc. (“PUR”) through a plan of arrangement under the Business Corporations Act (Ontario) (the “Spin-Out”).

Key Points:

TORONTO, Aug. 16, 2023 (GLOBE NEWSWIRE) -- Consolidated Uranium Inc. (“CUR”, the “Company”, “Consolidated Uranium”) (TSXV: CUR) (OTCQX: CURUF) is pleased to announce it has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced spin-out of Premier American Uranium Inc. (“PUR”) through a plan of arrangement under the Business Corporations Act (Ontario) (the “Spin-Out”).
Receipt of the final order follows CUR’s annual and general special meeting of shareholders held on August 3, 2023 (the “Meeting”), where the Spin-Out was overwhelmingly approved by 99% of the votes cast by shareholders.
On May 24, 2023, CUR and PUR entered into an arrangement agreement pursuant to which the parties agreed to effect the proposed Spin-Out of PUR, currently a majority-controlled subsidiary of CUR.
CUR shareholders must hold their CUR common shares until 12:01 am (Toronto time) on the effective date of the Spin-Out (the “Effective Date”) in order to receive their pro rata portion of the PUR Shares being distributed pursuant to the Spin-Out.