American Creek Resources Announces Further Amendment to Plan of Arrangement with Cunningham Mining

Rhea-AI Summary

American Creek Resources (TSXV: AMK) (OTCQB: ACKRF) has announced a second amendment to its arrangement agreement with Cunningham Mining. The amendment extends the Outside Date from January 31, 2025, to March 15, 2025, contingent on Cunningham paying CAD$150,000 by February 20, 2025. A further extension to April 30, 2025, is possible with an additional US$2,000,000 payment by March 15, 2025.

The extension fees, along with the previous $300,000 signing fee, will fund arrangement expenses and working capital. During this period, American Creek can continue normal operations and consider superior proposals without break fees. CEO Darren Blaney confirmed shareholders' strong support for the transaction at the recent AGM.

Positive

• Company can still consider superior proposals without break fees
• Extension fees and signing fee cover all legal and operating expenses
• Company maintains normal business operations during transaction period

Negative

• Further delay in completing the acquisition arrangement
• Extension depends on purchaser making significant payments (CAD$150,000 and potentially US$2,000,000)

Cardston, Alberta--(Newsfile Corp. - February 3, 2025) - American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) (the "Company" or "American Creek") announces that it has entered into a second amendment agreement (the "Second Amendment Agreement") with Cunningham Mining Ltd. (the "Purchaser") to amend the previously announced arrangement agreement between the Purchaser and the Company dated September 5, 2024, as amended December 30, 2024 (the "Arrangement Agreement") pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding common shares of American Creek by way of a statutory plan of arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia).

Under the Second Amendment Agreement, the Outside Date (as defined in the Arrangement Agreement) has been extended from January 31, 2025 to March 15, 2025, provided the Purchaser pays the Company CAD$150,000 by February 20, 2025. Thereafter, the Outside Date may be further extended from March 15, 2025 to April 30, 2025, provided the Purchaser pays the Company an additional US$2,000,000 by March 15, 2025, which date may be accelerated in certain circumstances. A copy of the Second Amendment Agreement will be available on the Company's profile on SEDAR+ at www.sedarplus.ca.

The extension fees payable under the Second Amendment Agreement, similar to the $300,000 signing fee paid by the Purchaser under the Arrangement Agreement, will be used by the Company for expenses incurred in connection with the Arrangement and working capital purposes.

For further information on the Arrangement, please see the Company's news releases dated September 6, 2024, October 2, 2024, October 31, 2024, December 2, 2024, and December 31, 2024, which are available on American Creek's profile on SEDAR+ at www.sedarplus.ca.

Darren Blaney, the Company's CEO, commented: "Management considered a number of factors when negotiating this extension, including: (i) while awaiting closing of the transaction, the Company is able to conduct all business and operate fully in the ordinary course; (ii) the Company remains able to consider and, if deemed appropriate, approve a superior proposal under the terms of the Arrangement Agreement without a break fee being payable; (iii) the original signing fee previously paid by the Purchaser has fully covered all of the Company's legal and operating expenses associated with the pending Arrangement to date, including all normal course operating expenses, and together with the new extension fees, will fund the Company's legal and operating expenses while we await closing of this transaction; and (iv) we received an overwhelming mandate from shareholders at the Company's recent AGM to move forward with this transaction. Accordingly, we feel that this amendment and extension is in the best interests of the Company and we are committed to working with the Purchaser to close this transaction."

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 please contact Kelvin Burton at:

Phone: (403)752-4040 or Email: info@americancreek.com.

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 may contain forward-looking statements (within the meaning of applicable securities laws) which reflect American Creek's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this news release are based on a number of key expectations and assumptions made by American Creek as of the date hereof. Although the forward-looking statements contained in this news release are based on what American Creek's management believes to be reasonable assumptions, American Creek cannot assure investors that actual results will be consistent with such statements.

The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including those identified in American Creek's most recent Management's Discussion and Analysis, which is available on SEDAR+ at www.sedarplus.ca. Readers, therefore, should not place undue reliance on any such forward-looking statements. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, American Creek assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/239327

FAQ

What are the new deadlines for the ACKRF acquisition by Cunningham Mining?

The deadline has been extended to March 15, 2025, with a possible further extension to April 30, 2025.

How much must Cunningham Mining pay for the ACKRF acquisition extension?

Cunningham Mining must pay CAD$150,000 by February 20, 2025, and an additional US$2,000,000 by March 15, 2025, for the full extension.

Can ACKRF still accept other acquisition offers during this extension period?

Yes, American Creek can consider and approve superior proposals without paying a break fee under the terms of the Arrangement Agreement.

How will the extension fees be used by ACKRF?

The extension fees will be used for expenses related to the arrangement and working capital purposes.