TORONTO, Jan. 28, 2021 /CNW/ - Orefinders Resources Inc.
("Orefinders" or the "Company") (TSXV: ORX) is pleased to announce
that further to its news release on December
9, 2020, the Company has entered into an arrangement
agreement with American Eagle Gold Corp. ("AEG") (the "Arrangement
Agreement"). The Company, as AEG's largest shareholder, currently
holds 10 million of the common shares in the capital of AEG (the
"AEG Shares").
The Arrangement (as defined below) is expected to result in AEG
becoming an independent public company listed on the TSX Venture
Exchange and will initially be focused on its Golden Trend project in Nevada, United
States.
Plan of Arrangement
The transactions contemplated by the Arrangement Agreement
(collectively, the "Arrangement") will be completed as a statutory
plan of arrangement (the "Plan of Arrangement") under the
Business Corporations Act (British
Columbia). Pursuant to the Plan of Arrangement, shareholders
of the Company ("Shareholders") are expected to receive, in
exchange for each common share of the Company (each, a "Common
Share") held: (i) one new common share of the Company (having
identical terms to the Common Shares); and (ii) their proportionate
share of the AEG shares being spun out of Orefinders. In connection
with the Arrangement, AEG has agreed to seek a listing the AEG
Shares on the TSX Venture Exchange ("TSXV").
The foregoing description is qualified in its entirety by
reference to the full text of the Plan of Arrangement, attached as
an exhibit to the Arrangement Agreement, and available on the SEDAR
profile of the Company at www.sedar.com. The Arrangement is subject
to various customary closing conditions, including among others,
the approval of the British Columbia Supreme Court, the
Shareholders, and the TSXV. There can be no assurance that such
approvals will be obtained, that the Arrangement will be completed
on the terms contemplated, or at all, or that the AEG Shares will
be successfully listed on the TSXV. Any listing of the AEG Shares
on the TSXV will be subject to AEG fulfilling all of the listing
requirements of the TSXV.
American Eagle Gold Financing
In connection with the Arrangement, AEG will conduct a
concurrent private placement offering of up to 15,000 000 units
(each a "Unit") at $0.20 per unit for
gross proceeds of $3,000,000 (the
"Financing"). Each Unit will consist of [one] AEG Share and
[one-half of one] share purchase warrant (each, whole warrant, an
"AEG Warrant"), with each AEG Warrant exercisable for a period of
two years to acquire one AEG Share (an "AEG Warrant Share") at an
exercise price of $0.30 per AEG
Warrant Share. AEG may elect to increase the Financing to up to
25,000,000 units for gross proceeds of up to $5,000,000.
Further Information
Further details regarding the Arrangement, including the Meeting
date and time and the record date for determining the Shareholders
entitled to receive the securities being distributed under the Plan
of Arrangement, will be provided in the management information
circular (the "Circular") of the Company to be prepared for
delivery to the Shareholders in connection with the Meeting.
Shareholders of the Company are urged to carefully read the
Circular, once made available under the Company's profile on SEDAR
at www.sedar.com, as it will contain additional important
information concerning the Arrangement.
American Eagle Gold's Focus
AEG's focus is the Golden Trend Property located on the Cortez
Trend in Nevada, US.
Golden Trend is situated in close
proximity to Barrick's' Goldrush deposit. Golden Trend spans 2,286 acres and shares
similar geology to the Goldrush deposit, however, it has seen very
limited exploration to date and is therefore considered an early
exploration stage opportunity within this highly productive
environment.
Any accredited investors interested in participating in AEG's
financing should contact us at sstewart@orefinders.ca. The
financing is only available to accredited investors.
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused
exclusively within the Abitibi Greenstone Belt. The Company is
listed on the Toronto Venture Exchange under the symbol ORX.
Neither 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. Certain information in this press release
may contain forward-looking statements. Any statements that are
contained in this press release that are not statements of
historical fact may be deemed to be forward-looking statements.
Forward looking statements are often identified by terms such as
"may", "should", "anticipate", "expect", "potential", "believe",
"intend" or the negative of these terms and similar expressions.
Such forward-looking statements include, but are not limited to,
the Company's expectations about: (i) the value of, and benefits
associated with, the Arrangement, to the Company and the
Shareholders, (ii) the terms, and timing for the completion of, the
Arrangement and financing, and (iii) the listing of the AEG Shares
on the TSXV. The forward-looking statements are based on
certain material assumptions and analyses made by management of the
Company and the opinions and estimates of management of the Company
as of the date of this press release, including that: (i) the value
of, and benefits associated with, the Arrangement, to the Company
and the Shareholders will be as anticipated by management, (ii) the
terms, and timing for the completion of, the Arrangement and
financing will close on the terms and timeline as anticipated by
management, and (iii) the listing of the AEG Shares will
successfully list on the TSXV. Forward-looking statements involve
known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to differ materially from any future results, performance
or achievements expressed or implied by the forward-looking
information. Such risks and other factors include, but are not
limited to: (i) the value of, and benefits associated with, the
Arrangement, to the Company and the Shareholders will not come into
fruition or will not be as anticipated by management, (ii) the
Arrangement and financing may not close on the terms or timeline as
anticipated by management or at all, and (iii) the listing of the
AEG Shares on the TSXV will not be successful. Orefinders' assumes
no obligation to update the forward-looking statements, or to
update the reasons why actual results could differ from those
reflected in the forward looking-statements unless and until
required by securities laws applicable to Orefinders. Additional
information identifying risks and uncertainties is contained in
filings by Orefinders with Canadian securities regulators, which
filings are available under Orefinders' profile at
www.sedar.com.
For the latest updates please contact or follow us on Twitter
@OrefindersR
SOURCE Orefinders Resources Inc.