Consideration of $0.43 Cdn per Common Share represents a premium of approximately 274%

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Cardston, Alberta–(Newsfile Corp. – June 6, 2024) – American Creek Resources Ltd. (TSXV: AMK) (“American Creek” or the “Company“), announces that it has entered into a non-binding and arm’s length letter of intent dated June 5, 2024 (the “LOI“) with Cunningham Mining Ltd. (“Cunningham“), a private British Columbia corporation, to engage in due diligence and negotiations regarding the terms of a proposed transaction (the “Proposed Transaction“) whereby Cunningham, or a subsidiary of Cunningham, would acquire all of the issued and outstanding securities of the Company.

 

Through this proposed transaction, Cunningham would acquire control of the Company’s 20% fully carried interest in the Treaty Creek Property which has an Indicated Mineral Resource of 27.87 million ounces (Moz) of AuEQ grading 1.19 g/t AuEQ and an Inferred Mineral Resource of 6.03 Moz of AuEQ grading 1.25 g/t AuEQ.

 

If the parties agree to proceed with the Proposed Transaction, the Company expects the Proposed Transaction will be carried out by way of a court-approved plan of arrangement (the “Arrangement“) under theBusiness Corporations Act(British Columbia) (the “BCBCA“).

 

The Company’s Board of Directors (the “Board“), after an extensive period of negotiation and consideration of various alternatives, has approved entry into the LOI, pursuant to which Cunningham proposes to acquire all the issued and outstanding securities of the Company, including all common shares of the Company (the “Common Shares“), at a price of $0.43 Cdn per Common Share, payable in cash (the “Consideration“).

 

The Consideration represents a premium of approximately 274% to the $0.115 Cdn closing price of the Common Shares on the TSX Venture Exchange (the “TSXV“) on June 5, 2024 (the last trading day prior to the execution of the LOI).

 

The LOI is non-binding and there can be no assurance that the Proposed Transaction contemplated by the LOI, or any other transaction, will be completed. Closing is subject to a number of conditions and uncertainties described below.

Darren Blaney, CEO of American Creek, stated:

 

“We are excited that Cunningham has recognized the value and the potential of the Treaty Creek Property despite the tough junior market conditions we are currently experiencing.

 

“We believe this proposed transaction may provide not only a liquidity event for our longstanding shareholders, but also represents an opportunity for shareholders to potentially realize a 250% plus premium to the present market valuation of their equity in the company.

 

“We look forward to working with Cunningham to finalize a definitive agreement in due course that protects and provides value for our shareholders.”

Ryan Cunningham, CEO of Cunningham, stated:

 

“With this pending future transaction Cunningham Mining is ushering in the next frontier in terms of tokenization and monetization of in ground mineral resources.

 

“We are confident in the prospects of the gold, silver, and copper resources of the Treaty Creek Property and feel it will be a transformational addition to our upcoming NGTGOLD Token.

 

Our team looks forward to the role it will play in the Golden Triangle as well as in the future of mining.”

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Exclusivity

The LOI provides for an exclusivity period ending at 4:00pm (Vancouver Time) on August 5, 2024 (the “Expiry Time“). Among other things, until the Expiry Time:

• American Creek and Cunningham will deal exclusively with each other in good faith to complete all reasonable and customary due diligence and to negotiate the Definitive Agreement;
• American Creek will continue to operate its business in the ordinary course, consistent with past practice;
• American Creek will discontinue any existing discussions, and not initiate any discussion, regarding alternative transactions; and
• American Creek and Cunningham will seek to negotiate a definitive agreement (the “Definitive Agreement“) setting out the terms of the Arrangement.

 

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Superior Proposals

Notwithstanding the exclusivity provisions of the LOI, the Board has negotiated customary carve outs for unsolicited, bona fide proposals that the Board determines, in good faith, would if consummated result in a superior transaction that is more favourable to shareholders of American Creek.

Failure to participate in such discussions or negotiations would be inconsistent with the Board’s fiduciary duties.

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To View American Creek’s historical news, please click here

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To read the full news release please click HERE

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Disclosure

At the time of writing the author holds  shares in American Creek.

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