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Aurbis Resources Initiates Plans for Proposed Spin-Out of Ducros Nickel Project

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Aurbis Resources (CSE:AURR, OTCQB:QNICF) has begun planning a proposed spin-out of its 100%-owned Ducros Nickel Project in Quebec by distributing shares of its wholly owned subsidiary 1560357 BC Ltd. to Aurbis shareholders, according to the company.

The Spin-Out is expected to be structured via a Plan of Arrangement to support a listing of 1560357 on a Canadian venture exchange, targeting a potential late 2026 or early 2027 listing, subject to shareholder, court and regulatory approvals. Final terms, including share exchange ratios and record dates, will follow in a later circular. Aurbis plans a special committee of independent directors to evaluate fairness, and anticipates 1560357 will complete a private placement to fund its business. The company cautions there is no certainty the Spin-Out will proceed or be completed on the terms currently proposed.

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Positive

  • Spin-out planning launched for Ducros Nickel Project via subsidiary 1560357
  • Plan of Arrangement structure aimed at supporting a venture exchange listing
  • Separate funding and operations planned for Aurbis and 1560357 after Spin-Out
  • Independent special committee to evaluate fairness to Aurbis shareholders
  • Private placement anticipated to fund 1560357 in conjunction with Spin-Out

Negative

  • Spin-Out not guaranteed; may not proceed or match current terms
  • Multiple approvals required from shareholders, court and regulators
  • Key listing timeline only anticipated for late 2026 or early 2027
  • Directors and management of 1560357 not yet determined

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Vancouver, British Columbia--(Newsfile Corp. - August 27, 2026) - Aurbis Resources Corp. (CSE: AURR) (OTCQB: QNICF) (FSE: 7IB) ("Aurbis" or the "Company") announces the Company has initiated plans to spin-out (the "Spin-Out") its 100% owned Quebec mineral claims, known as the Ducros Nickel Project (the "Spin-Out Assets") through the distribution of its wholly owned subsidiary, 1560357 BC Ltd. ("1560357") which holds the Spin-Out Assets, to the shareholders of Aurbis. The proposed Spin-Out project is still in the early stages and there is no guarantee that the Company will proceed with the Spin-Out.

Aurbis currently intends to structure the Spin-Out by way of a Plan of Arrangement ("POA") to better enable 1560357 to apply to list the common shares on a recognized Canadian venture exchange. Full details, including share exchange ratios, capitalization, distribution record dates, and listing timeline, will be provided in the POA that will be described once finalized in a subsequent news release and in a management information circular to be distributed to shareholders. It is currently anticipated that the Spin-Out project, if it proceeds, would target a late 2026 / early 2027 listing date, subject to the receipt of applicable shareholder, court, and regulatory approvals. It is anticipated that 1560357 will undertake a private placement to fund the business of 1560357 in conjunction with the Spin-Out.

Aurbis will establish a special committee of independent directors to evaluate the proposed Spin- Out and to, inter alia, consider whether the Spin-Out is fair to Aurbis shareholders and in the best interests of the Company.

Proposed directors and management of 1560357 have not been determined. New appointments to board and management, including a Chief Executive Officer, are expected to be made and announced in conjunction with the mailing of the management information circular which will need to be prepared in connection with the proposed Spin-Out. Aurbis and 1560357 will have separate sources of funding and independent operations. Shareholders are cautioned that the final details of the Spin-Out are still to be determined and there is no certainty that the Spin-Out will be completed on the terms currently proposed or at all.

On behalf of the Board of Directors

David Patterson
Chairman and Director
1 (855) 764-2535 (QNICKEL)
info@quebecnickel.com

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The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY AND FORWARD-LOOKING STATEMENTS

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance. Forward-looking statements are based on the beliefs, estimates, and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates, opinions, or other factors should change.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/311775

FAQ

What did Aurbis Resources (OTCQB:QNICF) announce about the Ducros Nickel Project spin-out?

Aurbis Resources announced it has initiated plans to spin out its Ducros Nickel Project through its subsidiary 1560357 BC Ltd. According to Aurbis, the spin-out would distribute 1560357 shares to Aurbis shareholders, subject to final terms and required approvals.

How will the Aurbis Resources (QNICF) Ducros Nickel Project spin-out be structured?

Aurbis currently intends to structure the Ducros Nickel Project spin-out via a Plan of Arrangement. According to Aurbis, this structure is aimed at enabling 1560357 BC Ltd. to seek listing of its common shares on a recognized Canadian venture exchange.

When could the Aurbis Resources Ducros spin-out and 1560357 listing potentially occur?

The spin-out and potential listing of 1560357 BC Ltd. are currently anticipated for late 2026 or early 2027. According to Aurbis, this timing depends on completing the Plan of Arrangement and receiving shareholder, court and regulatory approvals.

Will Aurbis Resources shareholders receive shares of 1560357 in the proposed Ducros spin-out?

Yes, Aurbis plans to distribute shares of 1560357 BC Ltd. to its shareholders as part of the proposed spin-out. According to Aurbis, exact share exchange ratios and record dates will be detailed in a future management information circular.

Is the Aurbis Resources (QNICF) Ducros Nickel Project spin-out guaranteed to proceed?

No, the Ducros Nickel Project spin-out is not guaranteed to proceed. According to Aurbis, final details are still being determined and there is no certainty the transaction will be completed on the terms currently proposed or at all.

How will Aurbis Resources and 1560357 be funded and operated after the proposed spin-out?

Aurbis expects Aurbis and 1560357 BC Ltd. to have separate funding sources and independent operations after the spin-out. According to Aurbis, 1560357 is anticipated to conduct a private placement to fund its business in conjunction with the proposed transaction.