American Creek Resources Ltd. (ACKRF)

[douginil]

Tudor Gold non-Treaty Creek properties
As I read the below announcement this is a way for Tudor Gold to move its 6 non-Treaty Creek properties off into a separate company. American Creek and Teuton do not participate in this spinoff and their joint venture rights in the Treaty Creek property remain the same.



The company (Tudor Gold) plans to spin-out the 'Crown' project in the next few months: Shareholders should get for every 1 Tudor in ownership approx. 0.253 in the new established Goldstorm Metals Corp.

https://tudor-gold.com/press-release-july-13-2021/


July 13, 2021
Vancouver, B.C.
TUDOR GOLD ANNOUNCES PROPOSED SPIN-OFF OF CROWN PROPERTY

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC, July 13, 2021 – Tudor Gold Corp. (TSXV: TUD) (Frankfurt: TUC) (the "Company" or "Tudor Gold") is pleased to announce the proposed spin-off of its six contiguous mineral properties located in the Golden Triangle Area in northwestern British Columbia by way of a plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).

In furtherance thereof, the Company has entered into an arrangement agreement (the "Agreement") with Goldstorm Metals Corp. ("Goldstorm"), a wholly-owned subsidiary of the Company. Pursuant to the Arrangement, among other things:

Tudor Gold shareholders will receive approximately 0.253 of a common share of Goldstorm (each whole common share, a "Goldstorm Share") for every one common share of Tudor Gold held; and

Goldstorm will acquire the Company’s six contiguous Golden Triangle Area mineral properties, being the Mackie East, Mackie West, Fairweather, High North, Delta and Orion and Electrum properties (collectively, the "Crown Property") in consideration for Goldstorm issuing 44,999,999 Goldstorm Shares to Tudor Gold.

The Agreement also contemplates the completion of an additional non-brokered private placement of Goldstorm Shares for gross proceeds of at least $3 million. The board of directors of Tudor Gold has determined that the Arrangement is in the best interests of the Company. Among other things, the separation of the Crown Property into a separate public company will position such assets to be valued on a standalone basis. In addition, the transaction will allow Tudor Gold management to focus their efforts on the development of its flagship Treaty Creek property with Goldstorm’s management to focus on exploring and developing the Crown Property.

Walter Storm, President and Chief Executive Officer of Tudor Gold stated: "We are pleased to announce the Arrangement, which we believe will help unlock and maximize value for our shareholders. On completion, Goldstorm will be positioned well to advance our efforts in the Golden Triangle Area, with a strong balance sheet and experienced management team. We look forward to updating shareholders on this transaction as it progresses.”

The Company intends to apply for a listing of the Goldstorm Shares on the TSX Venture Exchange (the "TSX-V"). Any such listing will be subject to Goldstorm fulfilling all of the requirements of the TSX-V.

It is currently expected that the directors of Goldstorm on completion of the Arrangement, will consist of Walter Storm, Sean Pownall, Ken Konkin, Helmut Finger and Ronald-Peter Stöferle, with Mr. Konkin acting as President and Chief Executive Officer and Scott Davis acting as Chief Financial Officer.

In addition, pursuant to the Arrangement, holders of Tudor Gold options will exchange such securities for new options of Tudor Gold. The Arrangement is expected to be effected by way of a plan of arrangement under the Business Corporations Act (British Columbia) and remains subject to customary conditions, including, among other things, the approval by the TSX-V, approval by an affirmative vote of 66 2/3% of shareholders of the Company in attendance at a meeting of Tudor Gold’s shareholders (the "Meeting"), and approval of the Supreme Court of British Columbia.

Additional details of the Arrangement will be included in the information circular to be mailed to shareholders of Tudor Gold in connection with the Meeting referred to above.


ON BEHALF OF THE BOARD OF DIRECTORS OF
TUDOR GOLD CORP.
"Walter Storm"

Walter Storm
President and Chief Executive Officer