Blind Creek Resources Ltd. and Engineer Gold Mines Ltd. Announce Completion of Plan of Arrangement
TSX VENTURE: EAU
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, June 4, 2018 /CNW/ - (TSX.V:BCK) – Blind Creek Resources Ltd. ("Blind Creek") and Engineer Gold Mines Ltd. ("Engineer Gold Mines") are pleased to announce the completion of the plan of arrangement (the "Plan of Arrangement") effective June 1, 2018 (the "Effective Date"). On the Effective Date, Blind Creek transferred the Engineer Gold Mines mineral resource property (the "Engineer Gold Mine Property") to Engineer Gold Mines and Engineer Gold Mines issued 12,863,525 common shares (the "Consideration Shares") as consideration to Blind Creek. Blind Creek will distribute the Consideration Shares to the shareholders of record of Blind Creek as of the close of trading on the Effective Date. Each Blind Creek shareholder will retain their Blind Creek common shares and be entitled to receive one Engineer Gold Mines common share for each two Blind Creek common shares held on that day. For more information, see Blind Creek's Information Circular dated April 18, 2018 filed under its profile on SEDAR at www.SEDAR.com.
Computershare Investor Services Inc. will forward to each Blind Creek shareholder who is entitled to receive Engineer Gold Mines common shares certificates representing their allotted number of Engineer Gold Mines common shares in accordance with the Arrangement. Shareholders should not deliver certificates for Blind Creek common shares as certificates representing Blind Creek common shares are not being exchanged pursuant to the Arrangement.
As of the Effective Date, the escrow release conditions in connection with the subscription receipt (the "Subscription Receipts") financing of Engineer Gold Mines (the "Financing") were satisfied and the release notice has been provided to the escrow agent (the "Release Notice"). As a result, the escrow agent has released the proceeds of the Financing to Engineer Gold Mines in accordance with the instructions in the Release Notice and the Subscription Receipts have been exercised for units of Engineer Gold Mines (the "Units"), each such Unit comprised of one Engineer Gold Mines common share and one half of one share purchase warrant (the "Warrants"), with each whole Warrant exercisable to acquire one common share of Engineer Gold Mines at a price of $0.15 per share until June 1, 2020. As a result, in connection with the Financing Engineer Gold Mines issued 7,600,000 common shares and 3,800,000 Warrants on the Effective Date, so that the total issued and outstanding commons shares of Engineer Gold Mines on a non-diluted basis is 20,463,525 and 24,263,525 on a fully diluted basis. The number of outstanding common shares of Blind Creek has not changed as a result of the Arrangement.
Engineer Gold Mines has received conditional listing approval for its common shares from the TSX Venture Exchange ("TSX.V") and has reserved the symbol "EAU". Listing will be subject to Engineer Gold Mines satisfying all of the listing conditions of the TSX.V. Until the common shares of Engineer Gold Mines are listed on the TSX.V, there is no market for such shares to trade. There can be no assurances that Engineer Gold Mines will be listed on the TSX.V or any stock exchange. Engineer Gold Mines is expected to be a reporting issuer in British Columbia, Alberta, Saskatchewan and Yukon upon completion of the Arrangement. Recognition of Engineer Gold Mines as a reporting issuer is within the purview of the Canadian securities regulators; there can be no assurances that any securities regulator will recognize Engineer Gold Mines as a reporting issuer, in which case Engineer Gold Mines will be a private company with no liquid market and significant legal restrictions on the ability to trade in its securities affecting all Engineer Gold Mines Shareholders.
In connection with the conditional listing approval, the TSX.V has requested that Engineer Gold Mines increase the proposed Phase I work program in the previously filed technical report on the Engineer Gold Mines Property from $200,000 to $400,000. Engineer Gold Mines has included this change in an amended and restated technical report prepared by Darren O'Brien, P. Geo, Michael Redfearn, P. Eng. and Dr. Simon Dominy, FAuslMM(CP), FGS(CGeol) entitled "Engineer Gold Mine, British Columbia, Canada – January 2018 (Amended and Restated)" effective January 18, 2018, amended and restated as of May 9, 2018 which is available under Engineer Gold Mines SEDAR profile on www.SEDAR.com.
About Engineer Gold Mines Ltd.
Engineer Gold Mines is a Vancouver-based junior resource company focussed on developing the Engineer Gold Mine Property located 32 km west of Atlin in northwestern British Columbia on the east shore of the Taku Arm of Tagish Lake.
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) and Northwest Territories (AB Property). 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.
For additional information about Blind Creek, please visit Blind Creek's website www.blindcreekresources.com.
On behalf of the Board of Directors of Blind Creek and Engineer Gold Mines,
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; 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, 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 TSX.V 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 TSX.V nor its Regulation Services Provider (as that term is defined in the policies of the TSX.V) accepts responsibility for the adequacy or accuracy of this release.