Engineer Gold Mines Ltd. Completes Private Placement Of Subscription Receipts
TSX VENTURE: EAU
VANCOUVER, March 27, 2018 /CNW/ - (TSXVE: BCK) – Blind Creek Resources Ltd. ("Blind Creek" or the "Company") is pleased to announce that, further to its press release of January 19, 2018, Engineer Gold Mines Ltd. ("Engineer") has completed its previously announced non-brokered private placement financing of subscription receipt (the "Engineer Private Placement"). The Offering was oversubscribed as Engineer has issued and sold an aggregate of 7,600,000 subscription receipts (the "Subscription Receipts") at a subscription price of $0.10 per Subscription Receipt for gross proceeds of $760,000. Engineer, a wholly-owned subsidiary of Blind Creek, was incorporated in connection with the previously announced plan of arrangement of Blind Creek and Engineer (the "Arrangement") under the Business Corporations Act (British Columbia) pursuant to which Blind Creek will spin out its Engineer Gold Mines property to Engineer in consideration for common shares of Engineer. Blind Creek plans to distribute the Engineer common shares to its shareholders on a pro-rata basis upon completion of the Arrangement. There can be no assurances the Arrangement will be completed on the proposed terms or at all. Further information can be found in Blind Creek's January 19, 2018 press release and the Arrangement agreement, both of which are available under Blind Creek's profile on www.SEDAR.com.
All funds raised in connection with the Engineer Private Placement will be held in escrow pending satisfaction of certain escrow release conditions (the "Escrow Release Conditions"), as set out below. Upon satisfaction of the Escrow Release Conditions, the Subscription Receipts will automatically be exercised, without payment of any additional consideration and with no further action on the part of the holders thereof, for units of Engineer (the "Units"). Each Unit is comprised of one Engineer common share and one-half of one share purchase warrant (the "Warrants"). Each whole Warrant is exercisable to acquire one Engineer common share at a price of $0.15 per share for a period of two years following the issuance of the Warrants.
The Escrow Release Conditions are substantially as follows: (i) all conditions to the completion of the Arrangement pursuant to the Arrangement Agreement (other than the release of the Escrowed Proceeds), shall have been satisfied; (ii) the receipt of all regulatory approvals required for the Arrangement to be completed (including that of the TSXVE); (iii) the receipt of all required shareholder and Blind Creek Board of Director approvals required for the Arrangement; (iv) receipt of gross proceeds of no less than $500,000 from the Engineer Private Placement; (v) the Supreme Court of British Columbia issuing a final order in connection with the Arrangement; (vi) no material change having occurred in respect of Engineer or Blind Creek; and (vii) the Company shall have delivered a release notice to the Subscription Receipt agent confirming that items (i) through (vi), inclusive, have been satisfied.
If the Escrow Release Conditions are not satisfied prior to escrow release deadline, all of the escrowed funds plus accrued interest, if any, will be returned to the purchasers of the Subscription Receipts in accordance with the terms of the Engineer Private Placement. To the extent that the Escrowed Proceeds plus accrued interest, if any, are not sufficient to repay the purchase price for all Subscription Receipts, Engineer and Blind Creek will satisfy any shortfall.
There can be no assurances that the Arrangement will be completed on the terms set out above, or at all. The Arrangement contains a number of risks and uncertainties, some of which are set out in the January 19, 2018 press release and which will be set out in greater detail in the information circular to be prepared in connection with the Arrangement as Blind Creek seeks shareholder and court approval for the Arrangement. Blind Creek will retain the right not to proceed with the Arrangement in the event that the Board of Directors of Blind Creek determines that it is not in the best interests of Blind Creek to proceed; however, if the Arrangement is completed there can be no assurances that Engineer will be able to maintain a listing on a stock exchange or that the Engineer Gold Mines Project will yield economic mineralization results. The Arrangement is subject to regulatory, stock exchange and shareholder approval, any of which may not be forthcoming. While Blind Creek intends to complete the Arrangement in a manner that does not produce unfavourable tax results for Blind Creek, Engineer or the shareholders, there may be adverse tax consequences – each shareholder should consult with his, her or its tax advisors to understand the tax implications of the Arrangement. Please see the section entitled "Cautionary Note Regarding Forward-Looking Statements" for further risk and uncertainties associated with the Arrangement.
About Engineer Gold Mines Ltd.
Engineer is a wholly owned subsidiary of Blind Creek which has been incorporated on January 16, 2018 to enter into the Arrangement agreement with Blind Creek. It is proposed that following completion of the Arrangement, Engineer will focus on the Engineer Gold Mines project in northern British Columbia.
About Blind Creek Resources Ltd.
Blind Creek is a Vancouver-based junior resource company focused on lead-zinc-silver and gold-silver project acquisition, exploration and development in Yukon (Blende Property), Northwest Territories (AB Property) and British Columbia (Engineer Gold Mine). The Company's flagship property is the Blende Property in north-central Yukon. More recently the company has signed an agreement to acquire a 100% interest in the AB Property (MV-Type Zinc-Lead) in the Northwest Territories and purchased the historic and fully-permitted Engineer Gold Mine, situated 32 km southwest of Atlin, B.C.
For additional information please visit the company website www.blindcreekresources.com.
On behalf of the Board of Directors,
Mr. Brian P. Fowler, P.Geo.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein in the press release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking information"). The forward-looking information contained in this press release is based on information available to the Company as of the date of this press release. Except as required under applicable securities legislation, the Company does not intend, and does not assume any obligation, to update this forward looking information. Generally, this forward-looking information can frequently, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof.
All statements other than statements of historical fact may be forward-looking statements. Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks and uncertainties relating to, among other things, the risk of the Company not obtaining court, Blind Creek shareholders or stock exchange approvals to proceed with the Arrangement; the risk of unexpected tax consequences to the Arrangement, the risk of unanticipated material expenditures required by the Company prior to completion of the Arrangement; risks of the market valuing Blind Creek and Engineer in a manner not anticipated by the Company; risks relating to the benefits of the Arrangement not being realized or as anticipated, the inherent uncertainties regarding cost estimates, changes in commodity prices, currency fluctuation, financing, unanticipated resource grades, infrastructure, results of exploration activities, cost overruns, availability of materials and equipment, timeliness of government approvals, taxation, political risk and related economic risk and unanticipated environmental impact on operations, as well as other risks uncertainties and other factors, including, without limitation, those referred to in the "Risks and Uncertainties" section of the press release, and elsewhere, which may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information.
The Company believes that the expectations reflected in the forward-looking statements and information included in this press release are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements and information should not be unduly relied upon.
The TSXVE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSXVE nor its Regulation Services Provider (as that term is defined in the policies of the TSXVE) accepts responsibility for the adequacy or accuracy of this release.