American Creek has holder OK for spinout of Stinger
2020-12-07 01:50 ET - News Release
Mr. Darren Blaney reports
SPIN-OUT OF STINGER RESOURCES INC. APPROVED AT AMERICAN CREEK'S ANNUAL GENERAL & SPECIAL MEETING
Further to the press release of Oct. 5, 2020, American Creek Resources Ltd. has received the requisite shareholder approval for the proposed spinout of the company's Dunwell property, and other properties, assets and cash to its shareholders by way of a share capital reorganization effected through a statutory plan of arrangement. Under the arrangement, American Creek will transfer the assets to its wholly owned subsidiary, Stinger Resources Inc., in consideration for approximately 45 million 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 and special meeting of shareholders, held on Dec. 3, 2020, which saw 25.88 per cent 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 per cent) 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 to obtain the final order approving the arrangement will be held on Dec. 7, 2020, as previously scheduled. Any American Creek securityholders 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 Oct. 29, 2020, a copy of which is available under American Creek's profile on SEDAR, 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 reappointment of Dale Matheson Carr-Hilton Labonte LLP as the company's auditor for the ensuing year; (b) the reapproval and continuation of American Creek's stock option plan; and (c) the adoption of a rolling 10-per-cent stock option plan for Stinger.
Darren Blaney, chief executive officer of American Creek, stated: "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 Resources Ltd.
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-per-cent-owned past-producing Dunwell mine and the 100-per-cent-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.
We seek Safe Harbor.
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