Agoracom Blog

American Creek Resources $ and Stinger Resources $ Announce Closing of Spin-Out Plan of Arrangement $ $ $

Posted by AGORACOM at 5:18 PM on Thursday, February 25th, 2021
American Creek Provides Update on Its First Quarter Filings

American Creek Resources Ltd. (TSXV: AMK) (the “Company” or “American Creek“) and Stinger Resources Inc. (“Stinger“) are pleased to announce that further to American Creek’s press release dated February 16, 2021, the plan of arrangement spinout transaction (the “Arrangement“) has closed effective February 25, 2021 (the “Effective Date“).

Completion of the Arrangement, as set forth in the amended and restated arrangement agreement dated October 2, 2020 (the “Arrangement Agreement“), entered into between American Creek and Stinger, was approved by the shareholders of American Creek (the “AMK Shareholders“) on December 3, 2020, by a Final Order granted by the Supreme Court of British Columbia on December 7, 2020, 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:

  • American Creek transferred the following assets to Stinger in consideration for 45,000,389 common shares of Stinger (the “Stinger Shares“):
    • the three (3) mineral properties commonly referred to as the Dunwell Property, the Gold Hill Property and the D1 McBride Property;
    • optioned interests in the three (3) mineral properties commonly referred to as the Silver Side Property, the Ample Goldmax Property and the Glitter King Property;
    • 1,400,499 common shares of Tudor Gold Corp;
    • $2,500,000 cash;
    • the right to receive additional cash in the event previously issued American Creek share purchase warrants are exercised after the Effective Date;
    • the real property located at #92 – 2nd Avenue West, Cardston, Alberta T0K 0K0, and all leasehold improvements related thereto and office furniture, computers and other equipment therein; and
    • vehicles and an assortment of exploration equipment.
  • the existing common shares of American Creek were re-designated as American Creek Class A Shares (the “AMK Class A Shares“) and American Creek created a new class of common shares known as the “New AMK Common Shares“;
  • each AMK Class A Share was exchanged for one New AMK Common Share and 0.11324 of one Stinger Share;
  • the AMK Class A Shares were cancelled;
  • all outstanding American Creek warrants were adjusted to allow holders to acquire, upon exercise, one New AMK Common Share and 0.11324 of one Stinger Share, such that an aggregate of 4,636,030 Stinger Shares may be issued if all outstanding warrants are exercised;
  • all holders of the outstanding American Creek options received 0.11324 of one Stinger option with whole option entitling the holder therefore to purchase one Stinger Share, such that an aggregate of 3,782,213 Stinger Shares may be issued if all such options are exercised;
  • Stinger became a reporting issuer in British Columbia, Alberta, Saskatchewan and Ontario; and
  • American Creek retained its interests in the Treaty Creek Property and the Austruck-Bonanza Property and approximately $2 million cash for working capital, and remains listed on the TSXV and continues to trade under the trading symbol “AMK” as a junior exploration company.

The CUSIP number for the New American Creek Shares is 025288309.

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