Astra Energy Inc. (OTCQB: ASRE) (“Astra” or the “Company”) is pleased to announce that its Board of Directors unanimously approved a resolution (the “Arrangement”) to commence the process of listing its subsidiary Regreen Technologies Inc. ("Regreen" or "Spinco") on a senior U.S. exchange with an accompanying IPO or to spin-out Regreen into an existing company on a senior U.S. exchange.
Under the Arrangement, Astra would distribute the common shares of Spinco to Astra's shareholders. Once the Arrangement becomes effective, Astra shareholders of record will ultimately own shares in two public companies: Spinco, which will focus on the manufacturing, licensing and distribution of equipment based on the Regreen patented technology; and Astra, the parent company, which will continue with both the development of its clean and renewable energy projects abroad and the advancement of the Holcomb Energy Systems initiatives.
The Company will take several steps to facilitate the completion of the spin-out. As a first step it will prepare stand-alone, carve-out financial statements. Furthermore, there are several important internal and external considerations, approvals and conditions that will drive the ultimate timing and structure of any transaction, including, but not limited to, consideration of one-time costs; capital market conditions; determination of the pro forma capitalizations for Spinco; final approval by the Company’s Board of Directors; receipt of applicable regulatory approvals; tax considerations, including receipt of any applicable opinions and/or rulings with respect to the U.S. federal income tax treatment of the transaction; compliance with U.S. securities laws and stock exchange rules, and any shareholder vote requirements that may be applicable. Many of these considerations, approvals and conditions will be influenced by and/or be dependent on the specific structure that is ultimately selected. Additional details of the spin-out transaction will be communicated as they transpire.
Ron Loudoun, Astra's CEO, stated: "We believe the spin-out of Regreen Technologies will be very beneficial to shareholders as it will unlock the value of the Technology Assets by allowing it to be developed separately by a skilled and focused management team, and it will allow our shareholders to own shares in two companies. This further demonstrates our commitment to significantly enhance shareholder value with another move in a series of corporate actions designed to enhance shareholder protection and unlock fair value of our asset. We recognize the challenges investors face in today’s market climate and will continue to be aggressive in order to achieve fair market value for our assets and to protect shareholders."
