お知らせ • May 17
Teuton Resources Corp. completed the Spin-Off of Luxor Metals Ltd.
Teuton Resources Corp. agreed to Spin-Off Mineral property assets in the Golden Triangle region of northwestern British on April 24, 2023. Under the Arrangement, Teuton will transfer the defined assets to a wholly-owned subsidiary, and Shares in newly formed Company will then be distributed to Teuton’s shareholders pro rata their interest in Teuton under a formula yet to be determined. As of January 23, 2025, Teuton Resources Corp. entered into a arrangement agreement to spin off Mineral property assets in the Golden Triangle region of northwestern British. A newly formed subsidiary has been named Luxor Metals Ltd. Under the Arrangement, Teuton will transfer the Luxor Project and CAD 1.9 million of cash and securities to SpinCo, in consideration of that number of SpinCo common shares which equals 1/3 of the Teuton common shares issued and outstanding on the record date, which is currently set as February 14, 2025. The Consideration Shares will be distributed to Teuton shareholders on closing of the Arrangement, with each Teuton shareholder receiving one SpinCo share for every three Teuton shares held on the Record Date. SpinCo has applied to list its common shares on the Canadian Securities Exchange, and if successful, such listing will occur after closing of the spin-out transaction.
Upon completion of the Arrangement, Teuton’s shareholders will own shares in two public companies. Transaction is subject to Teuton shareholders approval and British Columbia court. As of January 23, 2025, Board of Teuton has approved the transaction. As announced of April 14, 2025, Teuton Resources has received both shareholder and court approval for its proposed plan of arrangement, under which Teuton will spin out some of its mineral properties along with $1.9 million in cash and securities to its wholly-owned subsidiary, Luxor Metals Ltd. At the Company’s annual general and special meeting (the “Meeting”) on April 4, 2025, of the 23,231,552 votes cast at the Meeting, 99.39% (or 23,089,004 votes) were voted in favour of the Arrangement. Shareholders approved all other matters brought before the Meeting, including the adoption of a new omnibus equity incentive plan for Teuton and a stock option plan for Luxor Metals. In addition, Dino Cremonese, Robert Smiley, Jeff Kyba and Jeremy Zall were all re-elected as directors of Teuton for the ensuing year. On April 9, 2025, the Supreme Court of British Columbia granted a final order approving the Arrangement. Subject to the satisfaction of all closing conditions (details of which are described in the Circular), the Company expects to complete the Arrangement by the end of April 2025. As of April 14, 2025, the transaction is Teuton Resources has received both shareholder and court approval for the transaction. The company expects to complete the arrangement by the end of April 2025, subject to closing conditions. As of May 12, 2025, Teuton Resources obtained an order from the Supreme Court of British Columbia on May 9, 2025 confirming that with respect to its plan of arrangement with Luxor Metals Ltd. (“Luxor”), the Company shall distribute the Luxor shares to Teuton shareholders of record on February 14, 2025. Teuton Resources and Luxor Metals expects to close on May 16, 2025, the spin-out transaction involving both parties, implemented by way of a plan of arrangement.
Computershare Trust Company of Canada is the transfer agent for Teuton.
Teuton Resources Corp. completed the Spin-Off of Mineral property assets in the Golden Triangle region of northwestern British on May 16, 2025. Pursuant to the Arrangement, Teuton has transferred to Luxor $1.9 million in cash and securities, and mineral claims covering approximately 20,481 hectares in northwesteBritish Columbia (the "Luxor Project"). As consideration for the aforementioned assets, Luxor has issued 19,248,960 common shares (the "Consideration Shares") to Teuton, who will in tudistribute such shares to Teuton shareholders on a pro rata basis. The Consideration Shares have an approximate value of $0.22 per share at closing. Luxor intends to list its common shares on a Canadian stock exchange.