The Board of Karmin Exploration Inc. (TSXV:KAR) announced the spin-off of Kar Gold Inc. on August 26, 2019. Pursuant to the terms, certain assets of Karmin Exploration Inc. including its holding of approximately 5.8 million shares of VI Mining PLC (NEX:VIM) and certain liabilities of Karmin Exploration Inc. will be transferred to a new private company which is Kar Gold Inc. It will be wholly owned by Karmin Exploration Inc. As dividend, the shareholders of Karmin Exploration Inc. will be issued shares in Kar Gold Inc. on a pro rata basis at a rate of one SpinCo Share for each outstanding Karmin Share. The shares of VI Mining held by Kar Gold Inc. are coupled with a right by Kar Gold Inc. to receive additional VI Mining shares under certain conditions which are tied to the performance of VI Mining’s shares in the future. In addition, Nexa Resources S.A. will provide to Karmin a $0.7 million (CAD 0.93 million) demand loan to cover certain expenses of the Transaction. Any excess of the demand loan following the completion of the Transaction will be transferred to SpinCo. In a related deal, Votorantim Metals Canada Inc. entered into a definitive arrangement agreement to acquire Karmin Exploration Inc. on August 26, 2019. Karmin Exploration Inc. (TSXV:KAR) completed the spin-off of Kar Gold Inc. on October 30, 2019.