Latest news with #AmericanCreek
Globe and Mail
10 hours ago
- Business
- Globe and Mail
Eric Sprott Announces Voting Support Agreement for Tudor Gold Corp.'s Proposed Acquisition of American Creek Resources Ltd.
Toronto, Ontario--(Newsfile Corp. - June 26, 2025) - Further to the press release of American Creek Resources Ltd. dated today, Eric Sprott announces that 2176423 Ontario Ltd., a company which he beneficially owns, has entered into a voting support agreement with Tudor Gold Corp. in connection with Tudor Gold's agreement to acquire (Transaction) of all of the issued and outstanding common shares of American Creek (Shares). Under the terms of the arrangement agreement dated June 25, 2025, between American Creek and Tudor Gold, holders of Shares will be entitled to receive 0.238 common shares of Tudor Gold per Share. Mr. Sprott, through 2176423 Ontario, holds 65,000,000 Shares representing approximately 13.7% of the outstanding Shares. Mr. Sprott holds the Shares for investment purposes and to support the Transaction and, depending on market or other conditions, may acquire additional securities of American Creek. If the Transaction does not proceed and/or the voting support agreement is terminated, Mr. Sprott may acquire additional securities of American Creek including on the open market or through private acquisitions or sell the securities including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. American Creek is located at 92 - 2nd Ave. West, Cardston, Alberta T0K 0K0. A copy of 2176423 Ontario's early warning report will appear on American Creek's profile on SEDAR+ at and may also be obtained by calling Mr. Sprott's office at (416) 945-3294 (2176423 Ontario Ltd., 1106 - 7 King Street East, Toronto, Ontario M5C 3C5).
Associated Press
a day ago
- Business
- Associated Press
Tudor Gold to Acquire American Creek Resources Ltd.
Cardston, Alberta--(Newsfile Corp. - June 26, 2025) - American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) (the 'Company' or 'American Creek') is pleased to announce that it has entered into a definitive arrangement agreement dated June 25, 2025 (the 'Arrangement Agreement') with Tudor Gold Corp. ('Tudor') pursuant to which Tudor has agreed to acquire all of the issued and outstanding securities of American Creek with the result that the current securityholders of American Creek will become securityholders of Tudor (the 'Transaction'). Each American Creek shareholder will be entitled to receive 0.238 of a common share of Tudor ('Tudor Shares') for each American Creek common share held (the 'Exchange Ratio'). Following completion of the transaction, existing American Creek shareholders will own approximately 30% of the total issued and outstanding share capital of Tudor on a non-diluted basis, and approximately 33% on a fully diluted in-the-money basis. Currently, American Creek holds a 20% carried interest, and Tudor a 60% interest, in the Treaty Creek Project located in northwest British Columbia. On completion of the Transaction, Tudor will hold an 80% interest in the Treaty Creek Project. The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry system, as well as several other mineralized zones. Darren Blaney, President and CEO of American Creek, commented: 'We are very pleased to enter into this agreement with Tudor. We believe that this transaction that combines the two companies unlocks significant advantages for our shareholders that have supported us and been part of the Treaty Creek project for many years. In addition to the obvious benefit of the 40% premium offered by Tudor, our joining with Tudor provides our present shareholders with 80% exposure to the full potential of future additional discovery and development as the Treaty Creek asset, and the very large gold resource found within, advances toward production. We believe that through the consolidation of our two companies, that Tudor will be much better positioned to secure future exploration and development capital and will also be much more likely to attract a potential strategic partner to assist in accelerating project development towards production. Further, this transaction will potentially also significantly increase Tudor's attractiveness with respect to becoming a potential takeover target by a larger developer. This is the most logical next step in ensuring that the Treaty Creek project moves forward, while providing additional value to our loyal shareholders. The Treaty Creek project is a world class gold-copper project and we look forward to joining with and supporting Tudor management as they focus on moving this project to the next level.' Transaction Structure Pursuant to the terms of the Arrangement Agreement, each American Creek shareholder will receive 0.238 of a Tudor Share for each American Creek common share held. Outstanding options to purchase American Creek Shares will become exchangeable for new Tudor options that will be exercisable to acquire Tudor Shares on the same terms and conditions of the American Creek options, on the basis of the Exchange Ratio. Outstanding warrants to purchase American Creek Shares will become exercisable to acquire Tudor Shares on the same terms and conditions, on the basis of the Exchange Ratio. The Transaction is expected to be completed by way of a court approved Plan of Arrangement under the Business Corporations Act (British Columbia) and will require the approval of (i) at least 66⅔% of the votes cast by American Creek shareholders; and (ii) if applicable, a majority of the votes cast by American Creek shareholders present in person or represented by proxy at the American Creek annual general and special meeting (the 'AMK Meeting') to be called to approve, amongst other matters, the Transaction, excluding, for this purpose, votes attached to American Creek shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The AMK Meeting is expected to be scheduled to take place in late August, 2025. The shareholders of Tudor are not required to vote on the Transaction. The Transaction is an arm's length transaction in accordance with the policies of the TSXV. In addition to American Creek shareholder approval and court approval, the Transaction is subject to applicable regulatory approvals including, but not limited to, TSX Venture Exchange ('TSXV') approval and the satisfaction of certain other closing conditions customary in transaction of this nature. The Arrangement Agreement contains customary provisions including non-solicitation, 'fiduciary out' and 'right to match' provisions. The Transaction is anticipated to be completed on or about August 31, 2025. Upon closing of the Transaction, it is expected that the American Creek common shares will be delisted from the TSXV and that American Creek will cease to be a reporting issuer under applicable Canadian securities laws. Further information regarding the Transaction will be contained in a management information circular (the 'AMK Information Circular') that American Creek will prepare, file and mail to the American Creek shareholders in connection with the AMK Meeting to be held to consider the Transaction, amongst other matters. A copy of the Arrangement Agreement will be filed on each of Tudor's and American Creek's SEDAR+ profiles at and a copy of the AMK Information Circular will be filed on American Creek's SEDAR+ profile at This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The Tudor securities to be issued under the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the '1933 Act'), or any state securities laws and may not be offered or sold within the 'United States' (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. It is anticipated that any securities to be issued under the Transaction will be offered and issued in reliance upon the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof. Tudor has agreed with certain insiders of American Creek to settle up to $1,000,000 in severance payments in cash and up to $1,220,000 in severance payments in Tudor Shares at a per share price of $0.537 (the 'Settlement Shares'). This settlement remains subject to approval of the TSXV. The Settlement Shares will be subject to a statutory four-month hold period. Board Approvals and Voting Support The board of directors of American Creek (the 'Board'), having received a unanimous recommendation from a special committee comprised of independent directors of American Creek (the 'Special Committee'), and after receiving outside legal and financial advice, has unanimously approved the Transaction and 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'). In making their respective determinations, the Special Committee and the Board considered, among other factors, the fairness opinion of INFOR Financial Inc. that concluded that, 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, respectively. A copy of the fairness opinion will be included in the AMK Information Circular to be mailed to the Shareholders in connection with the AMK Meeting. Directors and officers of American Creek, American Creek's largest shareholder (being a company controlled by Eric Sprott) and other securityholders, holding in the aggregate approximately 16.5% of the outstanding American Creek shares, have each entered into customary voting and support agreements to, amongst other things, vote in favour of the Transaction at the Meeting. About Tudor Tudor Gold Corp. is a precious and base metals exploration and development company with claims in British Columbia's Golden Triangle (Canada), an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which Tudor Gold has a 60% interest) borders Seabridge Gold Inc.'s KSM property to the southwest and borders Newmont Corporation's Brucejack property to the southeast. About American Creek American Creek is a proud partner in the Treaty Creek Project, a joint venture with Tudor Gold Corp. located in BC's prolific 'Golden Triangle'. American Creek holds a fully carried 20% interest in the Treaty Creek Project until a production notice is given, meaning that no exploration or development costs are incurred by American Creek until such time as a production notice has been issued. The Company also holds the Austruck-Bonanza gold property located near Kamloops, BC. ON BEHALF OF AMERICAN CREEK RESOURCES LTD. ' Darren Blaney " Darren Blaney, President & CEO For further information please contact Kelvin Burton at: Phone: (403)752-4040 or Email: [email protected]. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statement Regarding Forward-Looking Statements This news release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as 'expects', or 'does not expect', 'is expected', 'anticipates' or 'does not anticipate', 'plans', 'budget', 'scheduled', 'forecasts', 'estimates', 'believes' or 'intends' or variations of such words and phrases or stating that certain actions, events or results 'may' or 'could', 'would', 'might' or 'will' be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, statements regarding: the Transaction; the receipt of necessary shareholder, court and regulatory approvals for the Transaction; the anticipated timeline for holding the AMK Meeting and completing the Transaction; the terms and conditions pursuant to which the Transaction will be completed, if at all; the anticipated benefits of the Transaction including, but not limited to Tudor having an 80% interest in the Treaty Creek Project and American Creek shareholders owning approximately 30% of the total issued and outstanding share capital of Tudor; and potential future revenue and cost synergies resulting from the Transaction. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements concerning the Transaction, American Creek has relied on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction. This timeline may change for a number of reasons, including unforeseen delays in preparing AMK Meeting materials; inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Transaction may not be satisfied; the risk that the Transaction may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against American Creek, Tudor and/or others relating to the Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Transaction; risks relating to the failure to obtain necessary shareholder and court approval; other risk factors as detailed from time to time and additional risks identified in American Creek's and Tudor's filings with Canadian securities regulators on SEDAR+ in Canada (available at ). Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, the announcement of the Transaction and the dedication of substantial resources of American Creek to the completion of the Transaction could have a material adverse impact on each of American Creek's share price, its current business relationships and on the current and future operations, financial condition, and prospects of American view the source version of this press release, please visit
Yahoo
7 days ago
- Business
- Yahoo
American Creek's JV Partner Tudor Gold Commences 2025 Exploration Drill Program at Treaty Creek
Cardston, Alberta--(Newsfile Corp. - June 20, 2025) - American Creek Resources Ltd. (TSXV: AMK) ("the Corporation" or "American Creek") is pleased to announce that project operator and JV partner Tudor Gold ("Tudor") is reporting on the 2025 exploration drill program at the flagship Treaty Creek Project, located in the Golden Triangle of Northwest British Columbia. 2025 Exploration Program Phase 1 drilling of the 2025 exploration program has commenced and is expected to consist of seven holes totaling approximately 6,000 meters (m) of diamond drilling at the Goldstorm Deposit. The primary objective of the Phase 1 drill program is to expand the recently discovered high-grade gold Supercell-One system (SC-1), which was delineated over an 800 m by 400 m area during 2024. SC-1 is a gold-dominant, quartz-sulphide, breccia-hosted structural corridor open to the northwest, north and east. There is excellent potential to discover further high-grade SC-1 style gold-bearing structures proximal to the Goldstorm Deposit within a 600 m by 400 m area extending from SC-1 to previously identified high-grade intercepts within the 300H and 300N Domains of the Goldstorm Deposit. Drill results from SC-1 in 2022 to 2024 include the following high-grade gold intercepts: GS-23-176-W1: 15.00 m @ 15.64 grams/tonne (g/t) AuEQ (14.89 g/t Au, 4.72 g/t Ag, 0.60% Cu) GS-22-134: 25.50 m @ 9.96 g/t AuEQ (9.66 g/t Au, 1.23 g/t Ag, 0.24% Cu) including 4.50 m @ 20.86 g/t AuEQ (20.61 g/t Au, 1.50 g/t Ag, 0.20% Cu) GS-23-179: 12.00 m @ 10.07 g/t AuEQ (9.78 g/t Au, 1.35 g/t Ag, 0.23% Cu) GS-24-185: 13.50 m @ 9.60 g/t AuEQ (9.58 g/t Au, 0.44 g/t Ag, 0.01% Cu) Drill results from 300H and 300N Domains in 2021 and 2023 include the following high-grade gold intercepts: GS-21-113-W1: 13.50 m @ 8.96 g/t AuEQ (8.77 g/t Au, 15.10 g/t Ag, 0.01% Cu) GS-21-113: 24.00 m @ 6.06 g/t AuEQ (5.81 g/t Au, 20.30 g/t Ag, 0.01% Cu) GS-23-178-W1: 12.00 m @ 6.03 g/t AuEQ (5.90 g/t Au, 12.31 g/t Ag, 0.01% Cu) Click the following links to view the corresponding plan view and oblique view. Plan Map To view an enhanced version of this graphic, please visit: Oblique Map To view an enhanced version of this graphic, please visit: Phase 2 of the 2025 exploration program will consist of 1,600 m of additional exploration drilling contingent on the success of Phase 1 drilling. Underground Permitting The application to permit an underground exploration drill program focused on the high-grade SC-1 is expected to be finalized in the coming weeks. Phase 3 of the 2025 exploration program will consist of two orientated-core geotechnical diamond drill holes, totaling approximately 500 m, targeting the portal and ramp entrance area for the underground development. These holes are planned to be drilled at the end of the 2025 exploration program. Ken Konkin, Senior Vice-President of Exploration for Tudor Gold, comments: "We are focused on increasing the high-grade gold potential of SC-1 with this year's drill program. The planned holes are designed to expand upon the successful intercepts from our recent drill campaigns. The targets are structurally controlled, late-stage, gold-rich breccia systems that complement the four known SC-1 structures: SC-1 A, B, C and D. We look forward to a successful 2025 exploration program in the following months as we begin our quest to develop a multi-million-ounce high-grade gold system peripheral to the gold-copper Goldstorm Deposit." Quality Assurance and Control Ken Konkin, Senior Vice-President of Exploration for Tudor Gold, is the Qualified Person, as defined by National Instrument 43-101, responsible for the Project. Mr. Konkin has reviewed, verified, and approved the scientific and technical information in this news release. About Treaty Creek The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry system, as well as several other mineralized zones. As disclosed in the "NI-43-101 Technical Report for the Treaty Creek Project", dated April 5, 2024 prepared by Garth Kirkham Geosystems and JDS Energy & Mining Inc., the Goldstorm Deposit has an Indicated Mineral Resource of 27.87 million ounces (Moz) of AuEQ grading 1.19 g/t AuEQ (21.66 Moz gold grading 0.92 g/t, 2.87 billion pounds (Blbs) copper grading 0.18%, 128.73 Moz silver grading 5.48 g/t) and an Inferred Mineral Resource of 6.03 Moz of AuEQ grading 1.25 g/t AuEQ (4.88 Moz gold grading 1.01 g/t, 503.2 Mlb copper grading 0.15%, 28.97 Moz silver grading 6.02 g/t), with a pit constrained cut-off of 0.7 g/t AuEQ and an underground cut-off of 0.75 g/t AuEQ. The Goldstorm Deposit has been categorized into three dominant mineral domains and several smaller mineral domains. The CS-600 domain largely consists of nested pulses of diorite intrusive stocks and hosts the majority of the copper mineralization within the Goldstorm Deposit. CS-600 has an Indicated Mineral Resource of 15.65 Moz AuEQ grading 1.22 g/t AuEQ (9.99 Moz gold grading 0.78 g/t, 2.73 Blbs copper grading 0.31%, 73.47 Moz silver grading 5.71 g/t) and an Inferred Mineral Resource of 2.86 Moz AuEQ grading 1.20 g/t AuEQ (1.87 Moz gold grading 0.79 g/t, 475.6 Mlb copper grading 0.29%, 13.4 Moz silver grading 5.63 g/t). The Goldstorm Deposit remains open in all directions and requires further exploration drilling to determine the size and extent of the Deposit.1 AuEq = Au g/t + (Ag g/t*0.0098765) + (Cu ppm*0.0001185) Treaty Creek JV Partnership American Creek is a proud partner in the Treaty Creek Project. The project is a Joint Venture with Tudor Gold owning 3/5th and acting as operator. American Creek and Teuton Resources each have a 1/5th interest in the project creating a 3:1 ownership relationship between Tudor Gold and American Creek. Tudor and American Creek entered into a Binding Letter of Intent on June 6, 2025, and announced on June 9, 2025, pursuant to which Tudor will acquire all of the issued and outstanding shares of American Creek by way of a Plan of Arrangement. Currently, American Creek holds a 20% carried interest, and Tudor a 60% interest, in the Treaty Creek Project located in northwest British Columbia. On completion of the proposed Transaction, Tudor will hold an 80% interest in the Treaty Creek Project. About American Creek American Creek is a Canadian junior mineral exploration company with gold and silver properties in British Columbia, Canada. The Corporation has an interest in the Treaty Creek property, a joint venture project with Tudor Gold located in BC's prolific "Golden Triangle". The Corporation also holds the Austruck-Bonanza gold property located near Kamloops. For further information, please contact Kelvin Burton at: Phone: 403 752-4040 or Email: info@ Information relating to the Corporation is available on its website at Neither the 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. Cautionary Statements regarding Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Corporation expects or anticipates will or may occur in the future, including the completion and anticipated results of planned exploration activities. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connation thereof. Such forward-looking information and statements are based on numerous assumptions, including among others, that the Corporation's planned exploration activities will be completed in a timely manner. Although the assumptions made by the Corporation in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's plans or expectations include risks relating to the actual results of current exploration activities, fluctuating gold prices, possibility of equipment breakdowns and delays, exploration cost overruns, availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Corporation with securities regulators. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. To view the source version of this press release, please visit Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
09-06-2025
- Business
- Yahoo
Tudor Gold Announces Binding Letter of Intent to Acquire American Creek
Tudor expects to increase interest in the Treaty Creek Project to 80% Vancouver, British Columbia--(Newsfile Corp. - June 9, 2025) - Tudor Gold Corp. (TSXV: TUD) (FSE: H56) ("Tudor") and American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) ("American Creek") are pleased to announce that they have entered into a binding letter of intent (the "LOI") on June 6, 2025 pursuant to which Tudor will acquire all of the issued and outstanding shares (the "American Creek Shares") of American Creek by way of a plan of arrangement (the "Transaction"). Currently, American Creek holds a 20% carried interest, and Tudor a 60% interest, in the Treaty Creek Project located in northwest British Columbia. On completion of the Transaction, Tudor will hold an 80% interest in the Treaty Creek Project. The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry system, as well as several other mineralized zones. Under the terms of the Transaction, American Creek shareholders will receive 0.238 shares ("Tudor Shares") in the capital of Tudor for each American Creek Share (the "Exchange Ratio"). This implies premiums of 40% and 37% offered to American Creek shareholders based on the spot and 5-day VWAP of both companies as of market close on June 6, 2025. Following completion of the transaction, existing American Creek shareholders will own approximately 30% of the combined company resulting from the Transaction. The LOI provides for the parties to enter into a definitive arrangement agreement (the "Arrangement Agreement") setting out the final terms and conditions of the Transaction. Upon execution of the Arrangement Agreement, Tudor and American Creek will issue a subsequent news release containing the details of the Arrangement Agreement and any additional terms of the Transaction. Joe Ovsenek, President and CEO of Tudor Gold, commented: "Our acquisition of American Creek cements our interest in the Treaty Creek Project, which hosts one of the largest gold discoveries in Canada with excellent potential for expansion and additional gold-copper discoveries, at a reasonable per ounce of gold equivalent cost. With an increased ownership of the Treaty Creek Project, Tudor is better positioned to attract a wider range of potential investors to the developing story of this high-quality gold-copper asset. We welcome the American Creek shareholders to Tudor as we continue to strengthen the company to build on our exploration success and advance Treaty Creek on the path toward production." Darren Blaney, President and CEO of American Creek, commented: "We are very pleased to enter into this Letter of Intent with Tudor. We believe that this amalgamation transaction unlocks significant advantages for our shareholders that have been part of the Treaty Creek project for many years. The most notable advantage for American Creek shareholders is that they will receive a 40% premium to the present market price of their shares and still retain the full future upside potential as the Treaty Creek project advances. We also believe that through the consolidation of our two companies that operating costs will be more efficient and Tudor will be better positioned to secure future exploration and development capital. The consolidated 80% ownership also makes it much more likely that Tudor is able to attract a potential strategic partner to assist in accelerating project development towards production, while at the same time increasing Tudor's attractiveness with respect to becoming a potential takeover target by a larger developer. This is the most logical next step in ensuring that the Treaty Creek project moves forward, and provides additional value to our loyal shareholders. The Treaty Creek project is a world class gold-copper project and we very much look forward to joining with and supporting Tudor in their focused drive to take this project to the next level." Summary of the Transaction The Transaction is expected to be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the LOI, Tudor will acquire all of the issued and outstanding American Creek Shares in exchange for Tudor Shares on the basis of the Exchange Ratio. Outstanding options and warrants to purchase American Creek Shares will become exercisable to acquire Tudor Shares on the same terms and conditions, on the basis of the Exchange Ratio. Immediately prior to the closing of the Transaction, Tudor and American Creek are expected to have 261,853,823 shares and 475,018,299 shares, respectively, issued and outstanding. On completion of the Transaction, the combined company is expected to have 374,908,178 shares issued and outstanding. No finder's fees are payable by either party. Tudor has agreed with certain insiders of American Creek to settle up to $1,220,773 in severance payments in Tudor Shares at a per share price of $0.537, the 5-day VWAP as of market close on June 6, 2025. The settlement remains subject to approval of the TSX Venture Exchange ("Exchange"). The Transaction will require the approval of: (a) two-thirds of the votes cast by shareholders of American Creek, and, if required, (b) a simple majority of the votes cast by minority American Creek shareholders in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), at a special meeting of American Creek shareholders expected to take place in the third quarter of 2025 (the "American Creek Meeting"). MI 61-101 provides that, in certain circumstances, where a "related party" (as defined in MI 61-101) of an issuer is entitled to receive a "collateral benefit" (as defined in MI 61-101) in connection with an arrangement transaction such as the Transaction, such transaction may be considered a "business combination" for the purposes of MI 61-101 and subject to minority shareholder approval requirements. However, there are certain exceptions to these requirements. An independent committee of American Creek's board of directors will conduct a "collateral benefit" assessment and applicable disclosure and any vote exclusions will be disclosed in the information circular for the American Creek Meeting. Completion of the Transaction will be subject to customary closing conditions and receipt of necessary court and regulatory approvals, including Exchange approval. Subject to receipt of all necessary approvals, the Transaction is expected to close by no later than 5:00 p.m. on September 30, 2025 (the "Effective Time"). A copy of the LOI will be filed on Tudor's and American Creek's SEDAR+ profiles at Prior to entering into the Arrangement Agreement, all directors and officers of American Creek will enter into customary support and voting agreements. The LOI provides for the parties to enter into the Arrangement Agreement setting out the final terms and conditions of the Transaction on or before July 14, 2025. The Arrangement Agreement will include provisions such as conditions to closing the Transaction, and representations and warranties and covenants customary for arrangement agreements. Further details with respect to the Transaction will be included in the Arrangement Agreement and in an information circular to be mailed to American Creek shareholders in connection with the American Creek Meeting. Once available, a copy of the Arrangement Agreement will be filed on each of Tudor's and American Creek's SEDAR+ profiles at and a copy of the information circular will be filed on American Creek's SEDAR+ profile at Fairness Opinion and Advisor Prior to entering into the Arrangement Agreement, the disinterested members of the board of directors of American Creek will engage a financial advisor to provide American Creek with an opinion stating that the consideration offered pursuant to the LOI and Arrangement Agreement is fair, from a financial point of view to the holders of American Creek Shares. INFOR Financial Inc. is acting as financial advisor to American Creek. About Tudor Gold Tudor Gold Corp. is a precious and base metals exploration and development company with claims in British Columbia's Golden Triangle (Canada), an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which Tudor has a 60% interest) borders Seabridge Gold Inc.'s KSM property to the southwest and borders Newmont Corporation's Brucejack property to the southeast. For further information on Tudor, please visit Tudor's website at or contact: Joseph Ovsenek President & CEO(778) 731-1055 Chris CurranVice President of Investor Relations and Corporate Development(604) 559 8092 Tudor Gold 789, 999 West Hastings StreetVancouver, BCV6C 2W2info@ filings:Tudor Gold Corp.) About American Creek and the Treaty Creek Project American Creek is a proud partner in the Treaty Creek Project, a joint venture with Tudor Gold Corp. located in BC's prolific "Golden Triangle". American Creek holds a fully carried 20% interest in the Treaty Creek Project until a production notice is given, meaning that no exploration or development costs are incurred by American Creek until such time as a production notice has been issued. American Creek shareholders have a unique opportunity to avoid the dilutive effects of exploration while maintaining their full 20% exposure to one of the world's most exciting mega deposits. The Company also holds the Austruck-Bonanza gold property located near Kamloops, BC. ON BEHALF OF AMERICAN CREEK RESOURCES LTD. "Darren Blaney" Darren Blaney, President & CEO For further information on American Creek please contact: Kelvin Burton at: Phone: (403)752-4040 or Email: info@ Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statements regarding Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, statements regarding: the Transaction; the Arrangement Agreement; the receipt of necessary shareholder, court and regulatory approvals for the Transaction; the anticipated timeline for completing the Transaction; the terms and conditions pursuant to which the Transaction will be completed, if at all; the anticipated benefits of the Transaction including, but not limited to Tudor having an 80% interest in the Treaty Creek Project; the combined company; the future financial and operational performance of the combined company; the combined company's exploration and development programs; and potential future revenue and cost synergies resulting from the Transaction. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements concerning the Transaction, including the entering into of the Arrangement Agreement, and the anticipated timing for completion of the Transaction including, but not limited to the expectation of Tudor having an 80% interest in the Treaty Creek Project, Tudor and American Creek have relied on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction. This timeline may change for a number of reasons, including unforeseen delays in preparing meeting materials; inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Transaction may not be satisfied; the risk that the Transaction may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against the Tudor, American Creek and/or others relating to the Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Transaction; risks relating to the failure to obtain necessary shareholder and court approval; other risks inherent in the plant-based food industry. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, the announcement of the Transaction and the dedication of substantial resources of Tudor and American Creek to the completion of the Transaction could have a material adverse impact on each of Tudor's and American Creek's share price, its current business relationships and on the current and future operations, financial condition, and prospects of each Tudor and American Creek. Tudor and American Creek expressly disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation. To view the source version of this press release, please visit Sign in to access your portfolio
Yahoo
09-06-2025
- Business
- Yahoo
Tudor Gold Announces Binding Letter of Intent to Acquire American Creek
Tudor expects to increase interest in the Treaty Creek Project to 80% Vancouver, British Columbia--(Newsfile Corp. - June 9, 2025) - Tudor Gold Corp. (TSXV: TUD) (FSE: H56) ("Tudor") and American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) ("American Creek") are pleased to announce that they have entered into a binding letter of intent (the "LOI") on June 6, 2025 pursuant to which Tudor will acquire all of the issued and outstanding shares (the "American Creek Shares") of American Creek by way of a plan of arrangement (the "Transaction"). Currently, American Creek holds a 20% carried interest, and Tudor a 60% interest, in the Treaty Creek Project located in northwest British Columbia. On completion of the Transaction, Tudor will hold an 80% interest in the Treaty Creek Project. The Treaty Creek Project hosts the Goldstorm Deposit, comprising a large gold-copper porphyry system, as well as several other mineralized zones. Under the terms of the Transaction, American Creek shareholders will receive 0.238 shares ("Tudor Shares") in the capital of Tudor for each American Creek Share (the "Exchange Ratio"). This implies premiums of 40% and 37% offered to American Creek shareholders based on the spot and 5-day VWAP of both companies as of market close on June 6, 2025. Following completion of the transaction, existing American Creek shareholders will own approximately 30% of the combined company resulting from the Transaction. The LOI provides for the parties to enter into a definitive arrangement agreement (the "Arrangement Agreement") setting out the final terms and conditions of the Transaction. Upon execution of the Arrangement Agreement, Tudor and American Creek will issue a subsequent news release containing the details of the Arrangement Agreement and any additional terms of the Transaction. Joe Ovsenek, President and CEO of Tudor Gold, commented: "Our acquisition of American Creek cements our interest in the Treaty Creek Project, which hosts one of the largest gold discoveries in Canada with excellent potential for expansion and additional gold-copper discoveries, at a reasonable per ounce of gold equivalent cost. With an increased ownership of the Treaty Creek Project, Tudor is better positioned to attract a wider range of potential investors to the developing story of this high-quality gold-copper asset. We welcome the American Creek shareholders to Tudor as we continue to strengthen the company to build on our exploration success and advance Treaty Creek on the path toward production." Darren Blaney, President and CEO of American Creek, commented: "We are very pleased to enter into this Letter of Intent with Tudor. We believe that this amalgamation transaction unlocks significant advantages for our shareholders that have been part of the Treaty Creek project for many years. The most notable advantage for American Creek shareholders is that they will receive a 40% premium to the present market price of their shares and still retain the full future upside potential as the Treaty Creek project advances. We also believe that through the consolidation of our two companies that operating costs will be more efficient and Tudor will be better positioned to secure future exploration and development capital. The consolidated 80% ownership also makes it much more likely that Tudor is able to attract a potential strategic partner to assist in accelerating project development towards production, while at the same time increasing Tudor's attractiveness with respect to becoming a potential takeover target by a larger developer. This is the most logical next step in ensuring that the Treaty Creek project moves forward, and provides additional value to our loyal shareholders. The Treaty Creek project is a world class gold-copper project and we very much look forward to joining with and supporting Tudor in their focused drive to take this project to the next level." Summary of the Transaction The Transaction is expected to be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the LOI, Tudor will acquire all of the issued and outstanding American Creek Shares in exchange for Tudor Shares on the basis of the Exchange Ratio. Outstanding options and warrants to purchase American Creek Shares will become exercisable to acquire Tudor Shares on the same terms and conditions, on the basis of the Exchange Ratio. Immediately prior to the closing of the Transaction, Tudor and American Creek are expected to have 261,853,823 shares and 475,018,299 shares, respectively, issued and outstanding. On completion of the Transaction, the combined company is expected to have 374,908,178 shares issued and outstanding. No finder's fees are payable by either party. Tudor has agreed with certain insiders of American Creek to settle up to $1,220,773 in severance payments in Tudor Shares at a per share price of $0.537, the 5-day VWAP as of market close on June 6, 2025. The settlement remains subject to approval of the TSX Venture Exchange ("Exchange"). The Transaction will require the approval of: (a) two-thirds of the votes cast by shareholders of American Creek, and, if required, (b) a simple majority of the votes cast by minority American Creek shareholders in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), at a special meeting of American Creek shareholders expected to take place in the third quarter of 2025 (the "American Creek Meeting"). MI 61-101 provides that, in certain circumstances, where a "related party" (as defined in MI 61-101) of an issuer is entitled to receive a "collateral benefit" (as defined in MI 61-101) in connection with an arrangement transaction such as the Transaction, such transaction may be considered a "business combination" for the purposes of MI 61-101 and subject to minority shareholder approval requirements. However, there are certain exceptions to these requirements. An independent committee of American Creek's board of directors will conduct a "collateral benefit" assessment and applicable disclosure and any vote exclusions will be disclosed in the information circular for the American Creek Meeting. Completion of the Transaction will be subject to customary closing conditions and receipt of necessary court and regulatory approvals, including Exchange approval. Subject to receipt of all necessary approvals, the Transaction is expected to close by no later than 5:00 p.m. on September 30, 2025 (the "Effective Time"). A copy of the LOI will be filed on Tudor's and American Creek's SEDAR+ profiles at Prior to entering into the Arrangement Agreement, all directors and officers of American Creek will enter into customary support and voting agreements. The LOI provides for the parties to enter into the Arrangement Agreement setting out the final terms and conditions of the Transaction on or before July 14, 2025. The Arrangement Agreement will include provisions such as conditions to closing the Transaction, and representations and warranties and covenants customary for arrangement agreements. Further details with respect to the Transaction will be included in the Arrangement Agreement and in an information circular to be mailed to American Creek shareholders in connection with the American Creek Meeting. Once available, a copy of the Arrangement Agreement will be filed on each of Tudor's and American Creek's SEDAR+ profiles at and a copy of the information circular will be filed on American Creek's SEDAR+ profile at Fairness Opinion and Advisor Prior to entering into the Arrangement Agreement, the disinterested members of the board of directors of American Creek will engage a financial advisor to provide American Creek with an opinion stating that the consideration offered pursuant to the LOI and Arrangement Agreement is fair, from a financial point of view to the holders of American Creek Shares. INFOR Financial Inc. is acting as financial advisor to American Creek. About Tudor Gold Tudor Gold Corp. is a precious and base metals exploration and development company with claims in British Columbia's Golden Triangle (Canada), an area that hosts producing and past-producing mines and several large deposits that are approaching potential development. The 17,913 hectare Treaty Creek project (in which Tudor has a 60% interest) borders Seabridge Gold Inc.'s KSM property to the southwest and borders Newmont Corporation's Brucejack property to the southeast. For further information on Tudor, please visit Tudor's website at or contact: Joseph Ovsenek President & CEO(778) 731-1055 Chris CurranVice President of Investor Relations and Corporate Development(604) 559 8092 Tudor Gold 789, 999 West Hastings StreetVancouver, BCV6C 2W2info@ filings:Tudor Gold Corp.) About American Creek and the Treaty Creek Project American Creek is a proud partner in the Treaty Creek Project, a joint venture with Tudor Gold Corp. located in BC's prolific "Golden Triangle". American Creek holds a fully carried 20% interest in the Treaty Creek Project until a production notice is given, meaning that no exploration or development costs are incurred by American Creek until such time as a production notice has been issued. American Creek shareholders have a unique opportunity to avoid the dilutive effects of exploration while maintaining their full 20% exposure to one of the world's most exciting mega deposits. The Company also holds the Austruck-Bonanza gold property located near Kamloops, BC. ON BEHALF OF AMERICAN CREEK RESOURCES LTD. "Darren Blaney" Darren Blaney, President & CEO For further information on American Creek please contact: Kelvin Burton at: Phone: (403)752-4040 or Email: info@ Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statements regarding Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things, statements regarding: the Transaction; the Arrangement Agreement; the receipt of necessary shareholder, court and regulatory approvals for the Transaction; the anticipated timeline for completing the Transaction; the terms and conditions pursuant to which the Transaction will be completed, if at all; the anticipated benefits of the Transaction including, but not limited to Tudor having an 80% interest in the Treaty Creek Project; the combined company; the future financial and operational performance of the combined company; the combined company's exploration and development programs; and potential future revenue and cost synergies resulting from the Transaction. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements concerning the Transaction, including the entering into of the Arrangement Agreement, and the anticipated timing for completion of the Transaction including, but not limited to the expectation of Tudor having an 80% interest in the Treaty Creek Project, Tudor and American Creek have relied on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Transaction. This timeline may change for a number of reasons, including unforeseen delays in preparing meeting materials; inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Transaction may not be completed on a timely basis, if at all; the conditions to the consummation of the Transaction may not be satisfied; the risk that the Transaction may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against the Tudor, American Creek and/or others relating to the Transaction and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Transaction; risks relating to the failure to obtain necessary shareholder and court approval; other risks inherent in the plant-based food industry. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, the announcement of the Transaction and the dedication of substantial resources of Tudor and American Creek to the completion of the Transaction could have a material adverse impact on each of Tudor's and American Creek's share price, its current business relationships and on the current and future operations, financial condition, and prospects of each Tudor and American Creek. Tudor and American Creek expressly disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation. To view the source version of this press release, please visit
