공시 • Feb 22
Cunningham Mining Ltd cancelled the acquisition of American Creek Resources Ltd. (TSXV:AMK) from 2176423 Ontario Ltd., Robert Edwards, Dennis Edwards, Darren Blaney and others.
Cunningham Mining Ltd signed a letter of intent to acquire American Creek Resources Ltd. (TSXV:AMK) from 2176423 Ontario Ltd., Robert Edwards, Dennis Edwards, Darren Blaney and others for approximately CAD 190 million on June 5, 2024. As of September 5, 2024, Cunningham Mining Ltd entered into a definitive agreement to acquire American Creek Resources Ltd. (TSXV:AMK) from 2176423 Ontario Ltd., Robert Edwards, Tobin Wood, Dennis Edwards and Darren Blaney. The all-cash transaction was valued at CAD 207 million. Cunningham to acquire all the issued and outstanding securities of AMK at a price of CAD 0.43 per share, payable in cash. In case of termination of transaction, American Creek shall pay to Cunningham a termination fee of CAD 6.29 million. On August 5, 2024, Cunningham Mining Ltd executed a token subscription facility with GEM Digital Limited for the amount of approximately CAD 210 million. The funding from this financing facility will be used specifically for the proposed acquisition of American Creek Resources Ltd. The transaction is subject to consummation of due diligence investigation, negotiation of definitive terms and other conditions including a recommendation of the Special Committee, and approval by the Board. Approvals will also be required from shareholders of AMK, the Supreme Court of British Columbia and the TSXV. The transaction was unanimously approved by AMK's board on the recommendation of special committee. The transaction is expected to complete by late November or early December. As of October 3, 2024, American Creek Resources received the CAD 0.3 million cash signing fee payment from Cunningham Mining, as required by the definitive arrangement agreement dated September 5, 2024. As of December 2, 2024, the American Creek shareholders approved the transaction by 99.3% at the special meeting of the Company held November 27, 2024, additionally setting the number of directors at four, re-electing Darren Blaney, Rob Edwards, Dennis Edwards and Tobin Wood as directors of the Company, and approving the continued use of the Company's stock option plan. As on November 29, 2024, the Company obtained the final order from the Supreme Court of British Columbia approving the Arrangement under Division 5 of Part 9 of the BCBCA. On December 31, 2024, American Creek Resources Ltd. announces that it has entered into an amendment agreement with Cunningham Mining under which the Outside Date has been extended from December 30, 2024, to January 31, 2025. In addition, the parties have agreed to remove the termination payment obligation previously required in the event the Company accepted a superior proposal. Under the second amendment agreement made on February 3, 2025, the Outside Date has been extended from January 31, 2025 to March 15, 2025 in consideration for which Cunningham shall pay American Creek CAD 150,000. As of February 18, 2025, American Creek Resources has received a notice of termination from Cunningham
Mining. American Creek's position that the Notice is invalid and that the Arrangement Agreement remains in full force and effect and the Company awaits receipt of the CAD 150,000 owed by the Purchaser to the Company under the 2nd Amendment Agreement.
Fasken Martineau DuMoulin LLP acted as legal advisor for American Creek Resources Ltd. Rob Veitch and Ryan McCracken of Farris LLP acted as legal advisor to Cunningham Mining. Cathleen MacInnes of K MacInnes Law Group acted as legal advisor to American Creek. RwE Growth Partners, Inc. acted as financial advisor and fairness opinion provider to American Creek Resources. Olympia Trust Company acted as Depositary for American Creek Resources.
Cunningham Mining Ltd cancelled the acquisition of American Creek Resources Ltd. (TSXV:AMK) from 2176423 Ontario Ltd., Robert Edwards, Dennis Edwards, Darren Blaney and others on February 21, 2025. In addition, CML agreed to pay the American Creek CAD 0.15 million worth of NGTG tokens, which tokens will be transferred to a wallet allocated to American Creek and released in 9 months.