Centurion is Granted Court Order Approval FOR Spinco Arrangement
NEWS RELEASE
CENTURION IS GRANTED COURT ORDER APPROVAL FOR SPINCO ARRANGEMENT
Vancouver, B.C. – August 18, 2022 – Centurion Minerals Ltd. (CTN: TSX -V) (" Centurion", or the
"Company") is pleased to announce that it has been granted the final court order (August 17, 2022) from
the Supreme Court of British Columbia approving the plan of arrangement under the Business
Corporations Act (British Columbia ) (the " Arrangement"), pursuant to which the Company intends to
complete a spinout transaction under the terms of the Arrangement Agreement, between the Company
and 1364565 B.C. LTD. (“SpinCo”), as previously announced and approved by shareholders at the annual,
general and special shareholder meeting (“AGSM”) held on August 12, 2022.
Completion of the Arrangement is subject to satisfaction of all other terms and conditions set out in the
Arrangement Agreement, including final approval of the TSX Venture Exchange . It is currently expected
that, subject to satisfaction of all such terms and conditions, the Arrangement will close on or about
August 23, 2022.
A letter of transmittal will be sent to each registered shareholder of the Company. It contains instructions
for obtaining delivery of share certificates or DRS statements evidencing ownership of the common shares
in the capital of each of the Company and SpinCo, which such registered shareholders of the Company
are entitled to receive upon the Arrangement becoming effective.
As previously disclosed, Shareholders approved all resolutions proposed by management at the August
12, 2022, AGSM, including approval of the Company's new (rolling 10%) long term incentive plan (“LTIP”).
The number of shares presently issuable under the LTIP is 1,681,973, being 10% of the current issued and
outstanding. The LTIP includes the details of any additional shareholder and Exchange approvals that may
be required.
ABOUT CENTURION
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 S ofia Agri-Gypsum Fertilizer Project,
and it is also reviewing additional prospective, precious mineral exploration projects.
“David G. Tafel”
CEO and Director
For Further Information Contact:
David Tafel
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.
Suite 520 - 470 Granville Street
Vancouver, BC Canada V6C 1V5
Tel: (604) 484-2161
Fax: (604) 683-8544
www.centurionminerals.com
Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press release about anticipated future events or resul ts
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. All statements, other than statement s
of historical fact, included herein, including, without limitation, statements regarding, the completion of the Arrangement, the
receipt of applicable approvals, the satisfaction of the terms and conditions of the Arrangement Agreement , the anticipated
closing date of the Arrangement and the mailing out of the letters of transmittal to registered shareholders are forward-looking
statements. 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 risks, uncertainties and other factors identified in the Company’s periodic filings with Canadian
securities regulators, and assumptions made with regard to: the Company’s ability to complete the proposed Arrangement on
the terms and conditions and within the timeframe contemplated, or at all; the Companies' ability to secure the regulatory
approvals required to complete the Arrangeme nt; and the estimated costs associated with the Arrangement. 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 i n 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;
risks related to the inability of the Company to obtain the fi nal regulatory approval required for the Arrangement; non -
completion of the Arrangement; risks relating to epidemics or pandemics such as COVID–19, including the impact of COVID–19
on the Company's ability to complete the Arrangement ; and other risk factor s 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. Th e 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.