American Creek Announces Spinout of Dunwell Property and Other Properties and Assets and Sets Date for Annual General & Special Meeting
Cardston, October 5, 2020 - American Creek Resources Ltd. (TSXV: AMK) (the "Company" or "American Creek") is pleased to announce that its board of directors has unanimously approved a spinout of the Company's Dunwell Property, and other properties and assets, to its shareholders by way of a share capital reorganization effected through a statutory plan of arrangement (the "Arrangement"). Under the Arrangement, American Creek will transfer the Assets (defined below) to a wholly-owned subsidiary, Stinger Resources Inc. ("Stinger"), in consideration for 45,000,000 Stinger common shares. The Stinger shares will then be distributed to American Creek's shareholders pro rata their interest in American Creek. Upon completion of the Arrangement, American Creek's shareholders will own shares in two public companies.
The assets that will be transferred to Stinger under the Arrangement will be the Dunwell, D1 McBride and Gold Hill properties, the optioned interests in the Silver Side, Ample Goldmax and Glitter King properties, 1,400,499 common shares of Tudor Gold Corp., the office located at #92 - 2nd Avenue West, Cardston, Alberta, together with office furniture and equipment located therein, certain vehicles, $1,500,000 - $3,000,000 cash and the right to receive 80% of the net warrant exercise proceeds received by the Company after completion of the Arrangement from the exercise of warrants that were outstanding at the time of completion of the Arrangement (collectively, the "Assets").
Upon completion of the Arrangement, Stinger's principal property will be the Dunwell Property. Consequently, the Company does not expect that it will conduct further work on the Dunwell Property at this time as any exploration work conducted prior to the closing of the spinout transaction may potentially result in "material events" which could have the effect of delaying the spinout transaction. After the Arrangement is completed, Stinger will continue with exploration work programs on the Dunwell Property.
American Creek will retain its 20% interest in the Treaty Creek Property and 100% interest in the Austruck Bonanza Property and will focus its immediate attention on conducting further exploration work on the Austruck Bonanza Property as it continues to have a carried interest in the Treaty Creek Property until such time as a production notice is issued, if ever.
The spinout transaction will be effected pursuant to the arrangement provisions of the Business Corporations Act (British Columbia) and must be approved by the Supreme Court of British Columbia and by the affirmative vote of two-thirds (2/3) of American Creek's shareholders in attendance at a shareholders' meeting to be held on December 3, 2020 (the "Meeting").
Under the Arrangement, the Company's current shareholders will receive Stinger common shares by way of a share exchange, pursuant to which each existing common share of the Company will be exchanged for one new American Creek common share (each, a "New American Creek Share") and 0.11973 of a Stinger share. Holders of American Creek options and warrants will also be entitled to receive one New American Creek Share and 0.11973 of a Stinger share on exercise of each option and warrant. On completion of the Arrangement, American Creek shareholders, option holders and warrant holders will maintain their interest in American Creek and will acquire a proportionate interest in Stinger. Upon completion of the Arrangement it is intended that Stinger will have 45,000,000 common shares issued and outstanding. American Creek currently has 375,851,109 issued and outstanding common shares. If this number changes prior to completion of the Arrangement, which may occur if outstanding warrants or options are exercised, then the fraction 0.11973 referred to above will adjusted so that it is the fraction calculated by dividing 45,000,000 by the number of outstanding American Creek shares immediately prior to the effective time of the Arrangement.
Completion of the Arrangement is subject to a number of conditions, including the following:
- American Creek shareholder approval at the Meeting;
- The approval of the Supreme Court of British Columbia;
- TSXV approval for the Arrangement by American Creek; and,
- TSXV approval for the listing of the Stinger shares upon completion of the Arrangement.
Upon completion of the Arrangement, it is intended that Darren Blaney will be the CEO and President of Stinger and Robert Edwards will be Stinger's CFO. Upon completion of the Arrangement, it is expected that Stinger's Board will be comprised of Darren Blaney, Robert Edwards, Dennis Edwards and Sean Pownall. Changes and additions to the management team and Board may be made thereafter, as needed, as the company moves forward with its exploration projects.
Additional details regarding the Arrangement will be included in the Information Circular to be mailed to shareholders of American Creek in early November 2020, in connection with the Meeting. The Arrangement is expected to close the end of December 2020 or early January 2021.
About American Creek
American Creek holds a strong portfolio of gold and silver properties in British Columbia.
Three of those properties are located in the prolific "Golden Triangle"; the Treaty Creek joint venture project with Tudor (Walter Storm) as well as the 100% owned past producing Dunwell Mine and 100% owned D1 McBride properties.
The Company also holds interests in the Gold Hill, Austruck-Bonanza, Ample Goldmax, Silver Side and Glitter King properties located in other prospective areas of the province.
For further information please contact Kelvin Burton at:
Phone: 403 752-4040; or,
Email: info@americancreek.com.
Information relating to the Corporation is available on its website at www.americancreek.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Actual results could differ materially because of factors discussed in the Company's management discussion and analysis filed with applicable Canadian securities regulators, which can be found under the Company's profile on www.sedar.com. The Company does not assume any obligation to update any forward-looking statements.
THIS NEWS RELEASE IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
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