Cardston, Alberta--(Newsfile Corp. - February 18, 2025) - American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) (the "Company" or "American Creek") announces that it has received a Notice of Termination (the "Notice") of the Arrangement Agreement entered into with Cunningham Mining Ltd. (the "Purchaser") from the Purchaser. The Company's position is that the Notice is invalid.
In the Notice, the Purchaser alleged that American Creek breached the Arrangement Agreement in that the Company failed to disclose information regarding a renewed and revised license of occupation (the "Revised Permit") from the Province of BC granted to Seabridge Gold Inc. ("Seabridge") and/or its subsidiary relating to the potential construction of twin tunnels (the "Tunnels") which would run through a portion of the Treaty Creek Property, as press released by Seabridge in September 2024. The Purchaser also alleges that the Company did not advise it of information that was press released by Tudor Gold Inc. in December 2024, wherein Tudor Gold announced that it had retained outside counsel to protect Tudor Gold's interests relating to the Tunnels and the Revised Permit, amongst other things. The Company disagrees with these allegations. In the Company's Disclosure Statement delivered to the Purchaser concurrent with the signing of the Arrangement Agreement, American Creek fully disclosed Seabridge's position relating to the Tunnels. The Company also subsequently disclosed to the Purchaser the information contained in the Seabridge and Tudor Gold news releases. The parties discussed the situation regarding the Tunnels on numerous occasions during the Fall and Winter of 2024/2025 and in those discussions, the consensus was that the Revised Permit was a "non-issue" as far as the Arrangement Agreement transaction was concerned.
In the Notice the Purchaser also alleged that the issuance of the New Permit constitutes a "material adverse effect" which would allow it to terminate the Arrangement Agreement. The Company does not accept this. There must be a change in circumstances before something can constitute a material adverse effect. Seabridge's position with respect to the Tunnels and the risks related thereto were fully disclosed to the Purchaser in the Company's Disclosure Statement. The fact that Seabridge was seeking regulatory approval to move ahead with the Tunnels project, and even the proposed location of the Tunnels, was known to all parties at the time the Arrangement Agreement was executed, and the contents of the Seabridge and Tudor Gold news releases were known to all parties prior to the execution of the 1st and 2nd Amendment Agreements. Therefore,there is no material adverse effect as such relates to the information known by the parties at the time of entering into the Arrangement Agreement and the two subsequent amendments.
For the above reasons, it is the Company'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 $150,000 owed by the Purchaser to the Company under the 2nd Amendment Agreement.
The Company will update shareholders on the status of this situation as further information becomes available.
About American Creek and the Treaty Creek Project
American Creek is a proud partner in the Treaty Creek Project, a joint venture with Tudor Gold Corp. located in BC's prolific "Golden Triangle".
American Creek holds a fully carried 20% interest in the Treaty Creek Project until a production notice is given, meaning that no exploration or development costs are incurred by American Creek until such time as a production notice has been issued. American Creek shareholders have a unique opportunity to avoid the dilutive effects of exploration while maintaining their full 20% exposure to one of the world's most exciting mega deposits.
The Company also holds the Austruck-Bonanza gold property located near Kamloops, BC.
ON BEHALF OF AMERICAN CREEK RESOURCES LTD.
"Darren Blaney"
Darren Blaney, President & CEO
For further information please contact Kelvin Burton at:
Phone: (403)752-4040 or Email: info@americancreek.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Statements
This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect American Creek's current expectations regarding future events. Forward-Looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this news release are based on a number of key expectations and assumptions made by American Creek as of the date hereof. Although the forward-looking statements contained in this news release are based on what American Creek's management believes to be reasonable assumptions, American Creek cannot assure investors that actual results will be consistent with such statements.
The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including those identified in American Creek's most recent Management's Discussion and Analysis, which is available on SEDAR+ at www.sedarplus.ca. Readers, therefore, should not place undue reliance on any such forward-looking statements. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, American Creek assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/241263
