Marvel Discovery Corp. - Shareholders Approve Spinout Transaction
Marvel Discovery Corp. (OTC PINK:IMTFF) reports that shareholders have approved the proposed Spin-Out of its interest in the Serpent River/Pecors and Wicheeda North properties to its subsidiary, Power One Resources Corp. Shareholders will receive one Power One share for every five shares held in Marvel, plus Power One will issue 5 million additional shares to Marvel and assume certain property liabilities. The arrangement is pending final court approval in British Columbia and TSXV consent, but completion is not guaranteed. More details can be found in the Company's Information Circular on SEDAR.
- Shareholders approved the Spin-Out, indicating strong support for the strategic move.
- A distribution of Power One Shares will enhance shareholder value through ownership in a new entity.
- The Spin-Out completion is uncertain, reliant on court and TSXV approval.
- Potential for market volatility until final approvals are secured.
VANCOUVER, BC / ACCESSWIRE / April 23, 2021 / Marvel Discovery Corp. (TSXV:MARV)(Frankfurt:O4T1)(OTC PINK:IMTFF); ("Marvel" or the "Company"). Further to the Company's news release of March 17, 2021, the Company provides the following update on its previously announced, proposed plan of arrangement (the "Spin-Out").
At the Company's special shareholders' meeting held today, shareholders approved the Spin-Out and the Company's Arrangement Agreement with its wholly owned subsidiary, Power One Resources Corp. ("Power One"). Pursuant to the Arrangement Agreement, the Company will transfer its interest in the Serpent River/Pecors and Wicheeda North properties (the "Properties") to Power One in exchange for (i) Power One issuing to the shareholders of the Company, one common share in the capital of Power One (each, a "Power One Share") for every five common shares held in the Company, (ii) Power One issuing 5,000,000 Power One Shares to Marvel, and (iii) Power One assuming certain liabilities incurred in acquiring, exploring or maintaining the Properties (the "Property Liabilities").
The Spin-Out requires a final order from the British Columbia Supreme Court, and the approval of the TSXV. The Company will coordinate with the TSXV regarding a record date and closing date for the distribution of Power One Shares to the Marvel shareholders. Bulletins in that regard will follow. Shareholders are cautioned that there is no certainty that the Spin-Out will be completed on the terms currently proposed or at all. Additional information about the Spin-Out are detailed in the Company's Information Circular filed on the Company's profile on SEDAR at www.sedar.com.
MOTIONS | NUMBER OF SHARES | PERCENTAGE OF VOTES CAST | ||||||
FOR | AGAINST | WITHHELD/ ABSTAIN | SPOILED | NON VOTE | FOR | AGAINST | WITHHELD/ ABSTAIN | |
Plan of Arrangement | 17,827,570 | 1,297,416 | 0 | 0 | 0 | |||
TOTAL SHAREHOLDERS VOTED BY PROXY: | 72 |
TOTAL SHARES ISSUED & OUTSTANDING: | 69,923,772 |
TOTAL SHARES VOTED: | 19,124,986 |
TOTAL % OF SHARES VOTED |
About Marvel Discovery Corp.
Marvel, listed on the TSX Venture Exchange for over 25 years, is a Canadian based emerging resource company. The Company is systematically exploring its extensive property positions in:
- Exploits Zone, Newfoundland (Slip and Victoria Lake - Au Prospects)
- Atikokan, Ontario (BlackFly - Au prospect)
- Red Lake, Ontario (Camping Lake - Au prospect)
- Elliot Lake, Ontario (Serpent River/Pecors - Ni-Cu-PGE discovery) & (Uranium - REE's)
- Quebec (Duhamel - Ni-Cu-Co prospect & Titanium, Vanadium, and Chromium prospect)
- Prince George, British Columbia (Wicheeda North - Rare Earth Elements prospect)
The Company's website is: https://marveldiscovery.ca/
ON BEHALF OF THE BOARD
Marvel Discovery Corp.
"Karim Rayani"
Karim Rayani
President/Chief Executive Officer, Director
Tel: 604 716 0551 email: k@r7.capital
Disclaimer for Forward-Looking Information:
Certain statements in this release are forward-looking statements which reflect the expectations of management. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in this press release relate to, among other things: completion of the proposed Spin-Out, and receipt of required court, stock exchange and regulatory approvals for the Spin-Out. Actual future results may differ materially. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by the respective parties, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Except as required by law, the Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Marvel Discovery Corp.
View source version on accesswire.com:
https://www.accesswire.com/642025/Marvel-Discovery-Corp--Shareholders-Approve-Spinout-Transaction
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