
Palamina Announces Shareholder Approval, Final Court Approval and Expected Closing of Colt Silver Spin-Out Transaction
Newsfile Corp
公開日時: Sep 26, 2026, 02:52 AM GMT+9
Sentiment Analysis
Palamina Corp. (TSXV: PA) (OTCQB: PLMNF) (" Palamina " or the " Company ") is pleased to announce that the previously announced spin-out transaction (the " Transaction "), whereby Palamina will distribute a certain number of common shares of Colt Silver Corp. (" Colt Silver ") to the shareholders of Palamina pursuant to a plan of arrangement under section 182 of the Business Corporations Act (Ontario) (the " Arrangement ") has been overwhelmingly approved by Palamina shareholders (" Shareholders ") at an annual and special meeting (the " Meeting ") held on September 24, 2026. The Arrangement was required to be approved by (i) at least two-thirds of the votes cast by the Shareholders entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by the Shareholders entitled to vote at the Meeting, excluding Shares held by certain Shareholders required to be excluded in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions . At the Meeting, Shareholders also elected the Company's directors, appointed the Company's auditors, approved the Company's equity incentive plan and Colt Silver's equity incentive plan. Full details of the Arrangement and certain other matters are set out in the management information circular of Palamina dated August 24, 2026 (the " Information Circular ") and letter of transmittal (the " Letter of Transmittal "). A copy of the Information Circular and other meeting materials can be found on Company's website at www.palamina.com or under Company's profile on SEDAR+ at www.sedarplus.ca . Further, the Company announces that the Arrangement has received the final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement at a hearing on September 25, 2026.
Palamina and Colt Silver intend to close the Arrangement in connection with the spin-out transaction (the " Spin-Out Transaction ") effective September 29, 2026, which will be implemented under the terms of an arrangement agreement (the " Arrangement Agreement ") among the Company, Colt Finco Corp. (" Finco ") and Colt Silver, pursuant to which the Shareholders will receive: (i) 0.25 of one Colt Share for every common share in the Company held (the " Common Shares "); and (ii) one new common share of Palamina (the " New Common Share ") for every exiting Common Share. Holders of currently outstanding common share purchase warrants of Palamina (the " Palamina Warrants ") are also entitled to 0.25 of one Colt Share for every share purchased pursuant to the due exercise of such Warrants. After markets close on September 28, 2026, the Company's Common Shares will exchanged on a one-for-one basis for New Common Shares, will delist from the TSX Venture Exchange (" TSXV "), and at market open on September 29, 2026, the New Common Shares will list and begin trading with CUSIP and ISIN numbers 69607A109 and CA69607A1093, respectively. The Palamina ticker symbol will continue to be "PA". Palamina shareholders who own common shares as at close of business on effective date of the Arrangement will be entitled to 0.25 of a Colt Silver common share for every Palamina common share so held. The Colt Silver common shares are expected to be issued to the beneficial shareholders of Palamina as of the same day. Registered Shareholders who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s) / DRS advice(s) representing their Shares and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal in order to receive the new Palamina common shares and Colt Silver's common shares. Also on September 29, 2026, pursuant to the terms of the Arrangement, Palamina will distribute 23,308,708 common shares of Colt Silver (the " Colt Shares ") to the Shareholders and Palamina will ...
Source: Newsfile Corp
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