The Board of AsiaBaseMetals Inc. (TSXV:ABZ) announced the spin-off of Mantra 2 Real Estate Inc. on July 17, 2020. As on July 20, 2020, AsiaBaseMetals signed an arrangement agreement for the deal. Under the terms of the agreement, AsiaBaseMetals also agreed to spin-off Mantra Pharma Inc. and Mantra Exploration Inc. The purpose of the arrangement is to reorganize AsiaBaseMetals and its assets and operations into four separate companies: AsiaBaseMetals , Mantra Exploration (SpinCo 1 ), Mantra Pharma (SpinCo 2) and Mantra 2 Real Estate (SpinCo 3 ). In consideration, Mantra 2 Real Estate Inc. will transfer to AsiaBaseMetals its common shares, 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 (i) renaming and redesignating all of the issued and unissued AsiaBaseMetals's Shares as “Class A Shares”; and (ii) creating a new class of “common shares without par value” (the “New ABZ Shares”). Thereafter, each Class A Share outstanding as of the Effective Date (excluding any Class A Shares held by Shareholders dissenting to the Arrangement), will be exchanged for: (i) one New ABZ Share; (ii) one SpinCo 1 Share; (iii) one SpinCo 2 Share; and (iv) 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 SpinCo Shares. AsiaBaseMetals has set the record date to determine eligibility to participate in the Arrangement and receive the SpinCo Shares as the last trading date on the TSX Venture Exchange (“TSXV”) immediately prior the Effective date, being August 31, 2020 (the “Share Distribution Date”). 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. 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.