Transaction Highlights
All-cash offer providing American Creek shareholders with an immediate and attractive premium.
All directors and officers of American Creek and American Creek's largest shareholder (being a company controlled by Eric Sprott), which collectively hold an aggregate number of Shares that represent approximately 15.5% of the currently outstanding Shares, have each entered into customary support and voting agreements (collectively, the "Voting Support Agreements") with CML pursuant to which they have agreed, among other things, to vote all of their Shares (including any Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Shares) in favour of the Transaction.
Board of Directors Recommendation
The board of directors of American Creek (the "Board"), having received a unanimous recommendation from a special committee comprised of a majority of independent directors of American Creek (the "Special Committee") and after receiving outside legal and financial advice, has unanimously determined that the Transaction is in the best interests of American Creek and is fair to the shareholders of American Creek (the "Shareholders") and other securityholders (warrantholders and optionholders) (the "Other Securityholders") and unanimously recommends that Shareholders vote in favour of the Transaction. In making their respective determinations, the Special Committee and the Board considered, among other factors, the fairness opinion of RwE Growth Partners, Inc. The fairness opinion concluded that, as of September 2, 2024, subject to the assumptions, limitations and qualifications contained therein, the Consideration to be received by the Shareholders and the Other Securityholders pursuant to the Transaction is fair, from a financial point of view, to such Shareholders and Other Securityholders. A copy of the fairness opinion will be included in the management information circular of the Company (the "Information Circular") to be mailed to the Shareholders in connection with the special meeting of Shareholders (the "Meeting") to be called to approve the Transaction, which Meeting is expected to be scheduled to take place in late October or early November, 2024.