BULLETIN V2025-1416
TEUTON RESOURCES CORP. ("TUO")
BULLETIN TYPE: Plan of Arrangement- Notice of Distribution
BULLETIN DATE: May 14, 2025
TSX Venture Tier 2 Company
Plan of Arrangement:
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with an arrangement agreement dated as of January 23, 2025, among Teuton Resources Corp. ("Teuton") and Luxor Metals Ltd. ("Luxor") pursuant to which the parties will complete a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Plan of Arrangement").
Under the Plan of Arrangement, which is fully described in Teuton's Management Information Circular dated March 7, 2025, Teuton shareholders will receive one Luxor common share for every three Teuton common shares that they held as of February 14, 2025.
The Exchange has been advised that approval of the Plan of Arrangement by Teuton's shareholders was received at an Annual General and Special Meeting of shareholders held on April 4, 2025 and that approval of the Plan of Arrangement was received from the Supreme Court of British Columbia on April 9, 2025. The Exchange has been advised that all conditions precedent to completion of the Plan of Arrangement have been satisfied and that the Plan of Arrangement will be effected on May 16, 2025.
No common shares of Luxor (each, a "Luxor Share") will be listed on the Exchange on closing of the Plan of Arrangement; however, Luxor has made a separate application to the Exchange for the listing of Luxor Shares.
The full particulars of the Plan of Arrangement are set forth in Teuton's Management Information Circular, dated March 7, 2025, which is available on SEDAR+. See also Teuton's news releases dated January 23, 2025, April 14, 2025, and May 14, 2025.
Post-Arrangement:
Capitalization: Unlimited common shares with no par value of which
57,746,881 common shares are issued and outstanding
Escrowed Shares: nil
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: TUO (UNCHANGED)
CUSIP Number: 88162H200 (UNCHANGED)
Notice of Distribution
The Issuer has declared the following distribution(s):
Distribution per 3 (three) common shares of Teuton: 1 common share of Luxor Metals Ltd.
Payable Date: May 21, 2025
Record Date: February 14, 2025
Ex-Distribution Date: February 14, 2025
No fractional Luxor Shares will be distributed to shareholders of Teuton. All fractional amounts arising under the Plan of Arrangement will be rounded down to the next whole number.
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