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[Zooloo]

Orefinders Resources and American Eagle Gold Announce Closing of Spin-Out

April 26, 2021

 

Toronto, Ontario – April 26, 2021 – Orefinders Resources Inc. ("Orefinders" or the "Company") (TSX.V: ORX) and American Eagle Gold Corp. (“American Eagle”) are pleased to announce that further to Orefinders press release dated April 6, 2021, the plan of arrangement spinout transaction (the “Arrangement”) has closed effective April 26, 2021 (the “Effective Date”).
Completion of the Arrangement, as set forth in the arrangement agreement dated January 27, 2021 (the “Arrangement Agreement”), entered into between Orefinders and American Eagle, was approved by the shareholders of Orefinders (the “Orefinders Shareholders”) on April 6, 2021, by a Final Order granted by the Supreme Court of British Columbia on April 8, 2021, in accordance with Part 9 of the Business Corporations Act (British Columbia), and accepted by the TSX Venture Exchange (the “TSXV”).
Pursuant to the Arrangement Agreement and on the Effective Date:

1. the authorized capital of Orefinders was amended by:
   1. altering the existing common shares of Orefinders by changing their name to “Class A” Common Shares (the “Old Orefinders Shares”); and
       
2.  
2. creating an unlimited number of common shares without par value (the “New Orefinders Shares”) having attached thereto special rights and restrictions identical to those of the Old Orefinders Shares;
    
3. each Old Orefinders Share represents a right of the holder to deliver the certificates evidencing such Old Orefinders Shares to Computershare Investor Services Inc., as depositary, in exchange for one New Orefinders Share and approximately 0.02247 of one common share of American Eagle (an “American Eagle Share”);
    
4. the Old Orefinders Shares were cancelled;
4. each Orefinders incentive stock option outstanding immediately before the Effective Date were exchanged for a stock option (a "New Orefinders Stock Option") having the same terms and conditions as the Orefinders incentive stock option for which it was exchanged, but being exercisable to acquire New Orefinders Shares;
    
5. each holder of Orefinders share purchase warrants outstanding immediately prior to the Effective Date shall receive (and such holder shall accept) upon the exercise of such holder's warrants, in lieu of each Old Orefinders Share to which such holder was previously entitled upon such exercise and for the same aggregate consideration payable therefor, the number of New Orefinders Shares and American Eagle Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of Old Orefinders Shares to which such holder would have been entitled upon exercise of the Orefinders share purchase warrant;
    
6. American Eagle became a reporting issuer in British Columbia, Alberta and Ontario. The trading symbol for the American Eagle Shares will be "AE”, and;
7. Orefinders remains listed on the TSXV and continues to trade under the trading symbol “ORX” as a junior exploration company.

 
The CUSIP number for the New Orefinders Shares is 685773103.
The CUSIP number for the American Eagle Shares is 02553R107.
As of the Effective Date, the board of directors, officers and audit committee members of American Eagle are as follows:
 
Name of Director or Officer:                        Position(s) with Stinger.
Anthony Moreau                                             CEO and Director
Jeffrey Potwarka                                             CFO and Corporate Secretary
Mark Bradley                                                   VP Exploration
Stephen Stewart                                             Director and Audit Committee Chair
Alex Stewart                                                    Director
David Shaddrick                                             Director and Audit Committee Member
Tim Gallagher                                                 Director and Audit Committee Member
Kurt Breede                                                     Director
 
For more information on the Arrangement, see Orefinders management information circular dated March 6, 2021 filed under Orefinders profile on SEDAR at www.sedar.com.
American Eagle has received conditional approval to list the American Eagle Shares on the TSX Venture Exchange (“TSXV”). Final listing approval will be subject to American Eagle satisfying all of the listing conditions of the TSXV. American Eagle will announce by way of a further press release the date on which trading of the American Eagle Shares will commence. The trading symbol for the American Eagle Shares will be "AE". Further details regarding American Eagle will be contained in American Eagle’s TSXV Form 2B Listing Application, which is expected to be made available under American Eagle’s profile on SEDAR at www.sedar.com on April 26, 2021.
About American Eagle Gold Corp.:
American Eagle is an early stage mineral exploration company with a focus on exploration of the Golden Trend Property located in the Cortez Trend in Nevada, United States.
ON BEHALF OF OREFINDERS RESOURCES INC.
“Stephen Stewart”
Stephen Stewart, CEO & Director
ON BEHALF OF AMERICAN EAGLE GOLD CORP.
“Anthony Moreau”
Anthony Moreau, CEO & Director
 
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused exclusively on the Abitibi Greenstone Belt. The Company is listed on the Toronto Venture Exchange under the symbol ORX.
Neither 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. Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. Orefinders' assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to Orefinders. Additional information identifying risks and uncertainties is contained in filings by Orefinders with Canadian securities regulators, which filings are available under Orefinders' profile at www.sedar.com.
 
For the latest updates, please contact or follow us on Twitter @OrefindersR
To Speak to the Company directly, please contact:
Stephen Stewart, Chief Executive Officer
Phone:  [phone]
Email:  [e-mail]  
www.orefinders.ca

[gemsearcher2]

well i am glad to see that it finally did happen even if later than expected. At least this step in the process is now down and they can get on with plans for some AE exploratory work. I understand that maybe their property is not that great from what i read and maybe it has been gone over in the past and does not hold much promise at all as far as being a flagship property. But maybe there is