Spin-out of Stinger Resources Inc. Approved at American Creek's Annual General & Special Meeting
Cardston, Dec 5, 2020 - American Creek Resources Ltd. (TSXV: AMK) (the "Company" or "American Creek") is pleased to announce that further to its press release of October 5, 2020, it has received the requisite shareholder approval for the proposed spinout of the Company's Dunwell Property, and other properties, assets and cash (collectively, the "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 to its wholly-owned subsidiary, Stinger Resources Inc. ("Stinger"), in consideration for approximately 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 such that upon completion of the Arrangement, American Creek's shareholders will own shares in two public companies. American Creek optionholders and warrantholders will also receive a proportionate number of Stinger options and Stinger warrants, respectively.Investors who are American Creek shareholders as of the close of business on the business day immediately preceding the effective date of the Arrangement will be entitled to receive one new American Creek share and a fraction of a Stinger common share pursuant to the terms of the Arrangement.
Shareholder approval of the Arrangement was obtained at the Company's Annual General & Special Meeting (the "Meeting") of shareholders held on December 3, 2020, which saw 25.88% of all of the issued and outstanding shares of the Company being represented at the Meeting. Shareholders voting on the Arrangement resolution voted overwhelmingly in favour (99.87%) of the Arrangement. Completion of the Arrangement remains subject to final Court approval and the approval of the TSX Venture Exchange.
American Creek's application to the Supreme Court of British Columbia (the "Court") to obtain the final order approving the Arrangement will be held on December 7, 2020, as previously scheduled. Any American Creek security holders wishing to attend the Court hearing should contact the Company. While the Company is targeting an early January, 2021 completion date, details regarding the specific date that the Arrangement will become effective will be provided at a later date.
For further information about the transaction, shareholders should refer to the Company's management information circular dated October 29, 2020, a copy of which is available under American Creek's profile on SEDAR at www.sedar.com, which more fully describes the terms of the Arrangement. American Creek shareholders can also contact the Company if they require any additional information.
All other matters put before the shareholders at the Meeting were also approved. In particular, Darren Blaney, Robert Edwards, Dennis Edwards, Sean Pownall and Tobin Wood were all re-elected as Directors of the Company. In addition, shareholders approved (a) the re-appointment of Dale Matheson Carr-Hilton Labonte LLP as the Company's auditors for the ensuing year; (b) the re-approval and continuation of American Creek's stock option plan; and (c) the adoption of a rolling 10% stock option plan for Stinger.
Darren Blaney, CEO of American Creek stated the following:
"On behalf of American Creek's Board of Directors and management team we would like to express our gratitude to the American Creek shareholders for their continued support. This spinout arrangement represents a significant milestone in advancing the Company's projects and in creating substantial shareholder value through strategic positioning. We look forward to obtaining the final approvals and finalizing the transaction."
About American Creek
American Creek holds a strong portfolio of gold and silver properties in British Columbia, Canada.
Three of those properties are located in the prolific "Golden Triangle"; the Treaty Creek joint venture project with Tudor Gold (Walter Storm) as well as the 100% owned past producing Dunwell Mine and the 100% owned D1-McBride.
The Company also holds 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.
nformation 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.
