Crusty, If I was the boss here, and I was trying to spin out an asset/subsidiary in this fashion, which of the two "obstacles" is more or less taken for granted as a given here by the management team?

1) the shareholders

"As Metal Mines constitute all or substantially all of the assets of the Company, the proposed divesture must be approved by the Company's shareholders."

2)or the regulatory authorities?

"The proposed spin-out is subject to regulatory and shareholder approval and there can be no assurance that the proposed spin-out would be completed. The listing of Metal Mine's shares will be subject to Metal Mine meeting the listing criteria of the TSX and there can be no assurance that Metal Mines will meet the criteria."

The same shareholders who have the power to vote the management group in or out also have the same voting power to say yes or no to spinning out MM from ISM. I would tend to agree with you in that the shareholders vote is critical here for this to happen/proceed. Lining up the ducks means securing this vote first imho.

The regulatory authority is probably a given as they simply have to meet a list of requirements for listing etc. They successfully took ISM from the Venture exchange to it's present Toronto listing. How different will it be to do the same for MM?