The Board of AsiaBaseMetals Inc. (TSXV:ABZ) announced the spin-off of Mantra Exploration Inc. to its shareholders 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 2 Real Estate 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). Pursuant to the arrangement agreement, Mantra Exploration will be transferred AsiaBaseMetals's Jean Iron Ore Project. In consideration, Mantra Exploration 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 (as defined below), 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”). AsiaBaseMetals announced that it has received an Interim Order from the Supreme Court of British Columbia on July 17, 2020. The Interim Order provides for, among other things, the holding of the annual general and special meeting of shareholders of AsiaBaseMetals to approve the arrangement and the conditions that must be met to apply for a final order of the Court approving the arrangement. Only Shareholders of record at the close of business on July 13, 2020 will be entitled to vote at the Meeting. The Arrangement is subject to shareholder approval of not less than 66 2/3 % of the votes cast at the Meeting. The Board of AsiaBaseMetals approved the Arrangement, concluding that it is in the best interests of the Company and its Shareholders and recommends that Shareholders vote in favour of the Arrangement at the Meeting. As of August 27, 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 effective date of the arrangement is currently anticipated to be September 1, 2020. The Board of AsiaBaseMetals Inc. (TSXV:ABZ) completed the spin-off of Mantra Exploration on September 1, 2020. In consideration, 43.2 million common shares in Mantra Exploration were transferred. As a result of the Transaction, Mantra Exploration ceased to be a wholly owned subsidiary of AsiaBaseMetals and the Shareholders of AsiaBaseMetals became shareholders of Mantra Exploration. AsiaBaseMetals retained its remaining assets and working capital and will continue as a mineral exploration company. The TSX Venture Exchange has accepted for filing documentation in connection with an arrangement agreement.