Centurion and Spinco Announce Closing of Spin-Out Transaction
Suite 520 - 470 Granville Street
Vancouver, BC Canada V6C 1V5
Tel: (604) 484-2161
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www.centurionminerals.com
CENTURION AND SPINCO ANNOUNCE CLOSING OF SPIN-OUT TRANSACTION
Vancouver, B.C. – August 23, 2022 – Centurion Minerals Ltd. (TSX.V: CTN) (the “Company”) and 1364565 B.C.
Ltd. (“SpinCo”) are pleased to announce that, further to the Company’s news release dated August 18, 2022, it
has now closed its previously announced spin-out transaction (the “Transaction”) which was completed by way
of a court approved statutory plan of arrangement under the Business Corporations Act (British Columbia) (the
"Plan of Arrangement").
In accordance with the Plan of Arrangement, among other things:
1. the Company transferred the Company’s cannabis agreements and $182,135.71 of cannabis related
liabilities to SpinCo; and
2. in consideration of the foregoing, the shareholders of the Company (the “Centurion Shareholders”) (as of
the record date) received: (i) one common share in the capital of SpinCo, and (ii) one new common share
in the capital of the Company in exchange for each share of the Company held.
Transaction details were disclosed in the Company’s management information circular dated June 29, 2022, and
the Company’s news release dated June 24, 2022.
David Tafel, CEO of Centurion commented: “As a result of the Transaction , Centurion Shareholders retain their
shares in the Company and have also become shareholders of SpinCo. Centurion will continue as a mineral
exploration company and is proceeding to apply for a resumption of trading.”
On behalf of the Board of Directors of the Company
“David G. Tafel”
CEO and Director
For Further Information Contact:
David Tafel, CEO and Director
604-484-2161
About Centurion Minerals Ltd.
Centurion Minerals Ltd. is a Canadian-based company with a focus on mineral asset development in the Americas.
The Company’s lead investment is its interest in the Ana Sofia Agri -Gypsum Fertilizer Project, and it is also
reviewing additional prospective, precious mineral exploration projects.
On behalf of the Board of Directors of SpinCo
“Jeremy Wright”
Director
2
For further information, please contact:
Jeremy Wright, Director
604-484-2161
Neither the 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.
Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press release about anticipated future events or results
constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words
such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an
event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions.
Although the Company believes that the expectations reflected in such forward-looking statements and/or information are
reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance
that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements,
including the timing of a resumption of trading for the Company on the TSX Venture Exchange, and the risks, uncertainties
and other factors identified in the Company’s periodic filings with Canadian securities regulators. Forward-looking statements
are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations
to differ materially from those contained in the forward-looking statements. Important factors that could cause actual results
to differ materially from the Company expectations include risks associated with the business of the Company; the TSX Venture
Exchange’s known and unknown requirements and timing of various approvals associated with a resumption of trading; risks
relating to epidemics or pandemics such as COVID–19; and other risk factors as detailed from time to time in the Company
filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com). Forward-looking statements
are based on estimates and opinions of management at the date the statements are made. The Company does not undertake
any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not
place undue reliance on forward-looking statements.