The Board of AsiaBaseMetals Inc. (TSXV:ABZ) announced the spin-off of Mantra Pharma Inc. on July 17, 2020. As on July 20, 2020, AsiaBaseMetals signed an arrangement agreement for the transaction. Under the terms of the agreement, AsiaBaseMetals also agreed to spin-off Mantra Exploration Inc. and Mantra 2 Real Estate Inc. Pursuant to the arrangement agreement, Mantra Pharma will be transferred AsiaBaseMetals's option to acquire certain cannabis interests. In consideration, Mantra Pharma will transfer AsiaBaseMetals its common shares, equal to the number of common shares of AsiaBaseMetals outstanding at the effective date of the arrangement. The authorized share structure of AsiaBaseMetals will be reorganized and altered by renaming and redesignating all of the issued and unissued AsiaBaseMetals's shares as “class A shares” and creating a new class of “common shares without par value” (new ABZ shares). Thereafter, each class A shares outstanding as of the effective date (excluding any class A shares held by shareholders dissenting to the arrangement), will be exchanged for one new ABZ share; one SpinCo 1 share; one SpinCo 2 share; and one SpinCo 3 share. Upon the arrangement becoming effective, each of SpinCo 1, SpinCo 2 and SpinCo 3 will cease to be a wholly owned subsidiary of AsiaBaseMetals and the shareholders, as of the share distribution date, will hold 100% of the outstanding shares of Mantra Exploration Inc., Mantra Pharma Inc. and Mantra 2 Real Estate. AsiaBaseMetals has set the record date to determine eligibility to participate in the arrangement and receive the shares of Mantra Pharma as the last trading date on the TSX Venture Exchange immediately prior the effective date, being August 31, 2020. The arrangement is subject to receipt of the final order of the Court, approval of shareholders of AsiaBaseMetals of not less than 66 2/3% of the votes cast at the meeting to be held on August 19, 2020 and approval of TSX Venture Exchange. The Board of AsiaBaseMetals approved the arrangement and recommended that its shareholders vote in favour of the arrangement at the meeting. The matters submitted to shareholders for approval as set out in the circular were approved by the requisite majority of votes cast at the meeting on August 19, 2020. AsiaBaseMetals announced that it has received an interim order from the Supreme Court of British Columbia on July 17, 2020. The hearing in respect of the final order is currently scheduled to take place on August 26, 2020. As of August 26, 2020, the transaction has been approved by the Supreme Court of British Columbia. Receipt of the final order follows AsiaBaseMetals Inc.’s annual and special meeting of shareholders held on August 19, 2020 (the “Meeting”), where, among other things, the shareholders of AsiaBaseMetals Inc., passed a special resolution approving the Arrangement (the “Arrangement Resolution”). Completion of the arrangement is subject to satisfaction of all other terms and conditions set out in the arrangement agreement. The transaction is expected to be completed on September 1, 2020.