TORONTO, April 26, 2021 /CNW/ - Orefinders
Resources Inc. ("Orefinders" or the "Company") (TSXV: ORX) and
American Eagle Gold Corp. ("American Eagle") are
pleased to announce that further to Orefinders press release dated
April 6, 2021, the plan of
arrangement spinout transaction (the "Arrangement") has
closed effective April 26, 2021 (the
"Effective Date").
Completion of the Arrangement, as set forth in the arrangement agreement
dated January 27, 2021 (the
"Arrangement Agreement"), entered into between Orefinders
and American Eagle, was approved by the shareholders of Orefinders
(the "Orefinders Shareholders") on April 6, 2021, by a Final Order granted by the
Supreme Court of British Columbia
on April 8, 2021, in accordance with
Part
9 of the Business Corporations Act (British Columbia),
and accepted by the TSX Venture Exchange
(the "TSXV").
Pursuant to the Arrangement Agreement and on the Effective
Date:
- the authorized capital of Orefinders was amended by:
- altering the existing common shares of Orefinders by changing
their name to "Class A" Common Shares (the "Old Orefinders
Shares"); and
- creating an unlimited number of common shares without par value
(the "New Orefinders Shares") having attached thereto
special rights and restrictions identical to those of the Old
Orefinders Shares;
- each Old Orefinders Share represents a right of the holder
to deliver the certificates evidencing such Old Orefinders Shares
to Computershare Investor Services Inc., as depositary, in exchange
for one New Orefinders Share and approximately 0.02247 of one
common share of American Eagle (an "American Eagle
Share");
- the Old Orefinders Shares were cancelled;
- each Orefinders incentive stock option outstanding immediately
before the Effective Date were exchanged for a stock option (a
"New Orefinders Stock Option") having the same terms and
conditions as the Orefinders incentive stock option for which it
was exchanged, but being exercisable to acquire New Orefinders
Shares;
- each holder of Orefinders share purchase warrants outstanding
immediately prior to the Effective Date shall receive (and such
holder shall accept) upon the exercise of such holder's warrants,
in lieu of each Old Orefinders Share to which such holder was
previously entitled upon such exercise and for the same aggregate
consideration payable therefor, the number of New Orefinders Shares
and American Eagle Shares which the holder would have been entitled
to receive as a result of the transactions contemplated by the
Arrangement if, immediately prior to the Effective Date, such
holder had been the registered holder of the number of Old
Orefinders Shares to which such holder would have been entitled
upon exercise of the Orefinders share purchase warrant;
- American Eagle became a reporting issuer in British Columbia, Alberta and Ontario. The trading symbol for the American
Eagle Shares will be "AE", and;
- Orefinders remains listed on the TSXV and continues to trade
under the trading symbol "ORX" as a junior
exploration company.
The CUSIP number for the New Orefinders Shares is 685773103.
The CUSIP number for the American Eagle Shares is 02553R107.
As of the Effective Date, the board of directors, officers and
audit committee members of American Eagle are as follows:
|
Name of
Director or Officer:
|
Position(s)
with Stinger.
|
|
Anthony
Moreau
|
CEO and
Director
|
|
Jeffrey
Potwarka
|
CFO and Corporate
Secretary
|
|
Mark
Bradley
|
VP
Exploration
|
|
Stephen
Stewart
|
Director and Audit
Committee Chair
|
|
Alex
Stewart
|
Director
|
|
David
Shaddrick
|
Director and Audit
Committee Member
|
|
Tim
Gallagher
|
Director and Audit
Committee Member
|
|
Kurt
Breede
|
Director
|
For more information on the Arrangement, see Orefinders
management information circular dated March
6, 2021 filed under Orefinders profile on SEDAR at
www.sedar.com.
American Eagle has received conditional approval to list the
American Eagle Shares on the TSX Venture Exchange ("TSXV").
Final listing approval will be subject to American Eagle satisfying
all of the listing conditions of the TSXV. American Eagle will
announce by way of a further press release the date on which
trading of the American Eagle Shares will commence. The trading
symbol for the American Eagle Shares will be "AE". Further details
regarding American Eagle will be contained in American Eagle's TSXV
Form 2B Listing Application, which is expected to be made available
under American Eagle's profile on SEDAR at www.sedar.com on
April 26, 2021.
About American Eagle Gold Corp.:
American Eagle is an early stage mineral exploration company
with a focus on exploration of the Golden Trend Property located in
the Cortez Trend in Nevada,
United States.
ON BEHALF OF OREFINDERS RESOURCES INC.
"Stephen Stewart"
Stephen Stewart, CEO &
Director
ON BEHALF OF AMERICAN EAGLE GOLD CORP.
"Anthony Moreau"
Anthony Moreau, CEO &
Director
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused
exclusively on 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. This information is based
on current expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. 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
@Orefinders
SOURCE Orefinders Resources Inc.