Orefinders Completes Agreement with American Eagle Gold for Spin-Out Transaction

Orefinders Resources Inc. ("Orefinders" or the "Company") (TSXV: ORX) is pleased to announce that further to its news release on December 9, 2020 the Company has entered into an arrangement agreement with American Eagle Gold Corp. ("AEG") (the "Arrangement Agreement"). The Company, as AEG's largest shareholder, currently holds 10 million of the common shares in the capital of AEG (the "AEG Shares").

The Arrangement (as defined below) is expected to result in AEG becoming an independent public company listed on the TSX Venture Exchange and will initially be focused on its Golden Trend project in Nevada , United States .

Plan of Arrangement

The transactions contemplated by the Arrangement Agreement (collectively, the "Arrangement") will be completed as a statutory plan of arrangement (the "Plan of Arrangement") under the Business Corporations Act ( British Columbia ). Pursuant to the Plan of Arrangement, shareholders of the Company ("Shareholders") are expected to receive, in exchange for each common share of the Company (each, a "Common Share") held: (i) one new common share of the Company (having identical terms to the Common Shares); and (ii) their proportionate share of the AEG shares being spun out of Orefinders. In connection with the Arrangement, AEG has agreed to seek a listing the AEG Shares on the TSX Venture Exchange ("TSXV").

The foregoing description is qualified in its entirety by reference to the full text of the Plan of Arrangement, attached as an exhibit to the Arrangement Agreement, and available on the SEDAR profile of the Company at www.sedar.com . The Arrangement is subject to various customary closing conditions, including among others, the approval of the British Columbia Supreme Court, the Shareholders, and the TSXV. There can be no assurance that such approvals will be obtained, that the Arrangement will be completed on the terms contemplated, or at all, or that the AEG Shares will be successfully listed on the TSXV. Any listing of the AEG Shares on the TSXV will be subject to AEG fulfilling all of the listing requirements of the TSXV.

American Eagle Gold Financing

In connection with the Arrangement, AEG will conduct a concurrent private placement offering of up to 15,000 000 units (each a "Unit") at $0.20 per unit for gross proceeds of $3,000,000 (the "Financing"). Each Unit will consist of [one] AEG Share and [one-half of one] share purchase warrant (each, whole warrant, an "AEG Warrant"), with each AEG Warrant exercisable for a period of two years to acquire one AEG Share (an "AEG Warrant Share") at an exercise price of $0.30 per AEG Warrant Share. AEG may elect to increase the Financing to up to 25,000,000 units for gross proceeds of up to $5,000,000 .

Further Information

Further details regarding the Arrangement, including the Meeting date and time and the record date for determining the Shareholders entitled to receive the securities being distributed under the Plan of Arrangement, will be provided in the management information circular (the " Circular ") of the Company to be prepared for delivery to the Shareholders in connection with the Meeting. Shareholders of the Company are urged to carefully read the Circular, once made available under the Company's profile on SEDAR at www.sedar.com , as it will contain additional important information concerning the Arrangement.

American Eagle Gold's Focus

AEG's focus is the Golden Trend Property located on the Cortez Trend in Nevada , US. Golden Trend is situated in close proximity to Barrick's' Goldrush deposit. Golden Trend spans 2,286 acres and shares similar geology to the Goldrush deposit, however, it has seen very limited exploration to date and is therefore considered an early exploration stage opportunity within this highly productive environment.

Any accredited investors interested in participating in AEG's financing should contact us at sstewart@orefinders.ca . The financing is only available to accredited investors.

About Orefinders Resources Inc.

Orefinders is a Gold exploration and development company focused exclusively within 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. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward looking statements are often identified by terms such as "may", "should", "anticipate", "expect", "potential", "believe", "intend" or the negative of these terms and similar expressions. Such forward-looking statements include, but are not limited to, the Company's expectations about: (i) the value of, and benefits associated with, the Arrangement, to the Company and the Shareholders, (ii) the terms, and timing for the completion of, the Arrangement and financing, and (iii) the listing of the AEG Shares on the TSXV.  The forward-looking statements are based on certain material assumptions and analyses made by management of the Company and the opinions and estimates of management of the Company as of the date of this press release, including that: (i) the value of, and benefits associated with, the Arrangement, to the Company and the Shareholders will be as anticipated by management, (ii) the terms, and timing for the completion of, the Arrangement and financing will close on the terms and timeline as anticipated by management, and (iii) the listing of the AEG Shares will successfully list on the TSXV. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks and other factors include, but are not limited to: (i) the value of, and benefits associated with, the Arrangement, to the Company and the Shareholders will not come into fruition or will not be as anticipated by management, (ii) the Arrangement and financing may not close on the terms or timeline as anticipated by management or at all, and (iii) the listing of the AEG Shares on the TSXV will not be successful. 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 @OrefindersR

SOURCE Orefinders Resources Inc.

Cision View original content: https://www.newswire.ca/en/releases/archive/January2021/28/c8923.html

News Provided by Canada Newswire via QuoteMedia

The Conversation (0)
JZR Gold Announces Private Placement Offering Of Units To Raise Up To $750,000

JZR Gold Announces Private Placement Offering Of Units To Raise Up To $750,000

(TheNewswire)

JZR Gold Inc.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,
DISTRIBUTION OR DISSEMINATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN OR INTO THE UNITED STATES.

News Provided by TheNewsWire via QuoteMedia

Keep reading...Show less
AU$100 bills.

Astral Resources Funded Through to Final Investment Decision via AU$25 Million Placement

Astral Resources (ASX:AAR) is funded through to a final investment decision thanks to "firm commitments" to raise approximately AU$25 million via a placement of new company shares.

The amount will be secured across two tranches, with Astral set to issue approximately 263 million new fully paid shares at AU$0.095 each. It has already raised AU$21 million via the first tranche.

The second tranche is subject to shareholder approval, and is anticipated to bring in about AU$4 million.

Keep reading...Show less
Flynn Gold (AU:FG1)

Flynn Secures $140,000 in Grant Funding for Drilling at Golden Ridge

Flynn Gold Limited (ASX: FG1, “Flynn” or “the Company”) is pleased to advise that it has been successful with two applications in Round 10 of the Tasmanian State Government’s Exploration Drilling Grant Initiative (EDGI).

Keep reading...Show less
Brien Lundin, gold bars.

Brien Lundin: Gold Price Moving, Which Stocks Will Give the Most Torque?

Speaking to the Investing News Network, Brien Lundin, editor of Gold Newsletter, gave his thoughts on gold's recent price activity, including which stocks are likely to provide the most torque on its move.

"The place to be right now I think for the most torque on this move in gold is really the silver junior mining stocks — the ones that have silver resources," he said during the interview. "I think they are going to take off like we saw in the spring of 2020, when we had a tremendous move in the silver miners. I think that's going to happen again."

Looking at the outlook for gold as it continues to make fresh all-time highs, Lundin gave a positive forecast.

Keep reading...Show less

Kestrel Option Partner Locates Gold Soil Anomalies and Plans Drilling at QCM Property

Kestrel Gold Inc. ("Kestrel" or the "Corporation")(TSXV:KGC) is pleased to provide an update on work completed by Centerra Gold Inc. ("Centerra") on the QCM gold property ("QCM") located in the Manson-Germanson area of central British Columbia. Centerra is currently in the process of earning a 75% interest in QCM by making cash payments totaling $900,000 and completing $6,500,000 in exploration work, which must include a minimum of 13,500 metres of drilling, by May 7th, 2029

Centerra collected 1,245 soil samples from the area of the 14 Vein showing and the Main Zone during May and June. Follow-up soil sampling and prospecting as well as a trial induced polarization ("IP") geophysical survey over the 14 Vein showing are underway. Current plans are for a reverse circulation ("RC") drill test of showings and anomalies to commence in early October.

News Provided by ACCESSWIRE via QuoteMedia

Keep reading...Show less

White Gold Corp. Encounters Gold in Encouraging Host Rocks of Altered and Mineralized Intrusives in Surface Rock Sampling over 1.25km on the Newly Discovered 2.2km Chris Creek Target on the QV Property

White Gold Corp. (TSX.V: WGO, OTCQX: WHGOF, FRA: 29W ) (the "Company") is pleased to announce that surface rock sampling has encountered gold with associated anomalous silver and tellurium in altered and mineralized intrusive rocks over a 1.25 km section of the 2.2 km Chris Creek target, a recently discovered gold-in-soil anomaly on its QV property. The Chris Creek target is located approximately 9 km northwest of the VG deposit and appears to be similar in character to the VG and Golden Saddle deposits which form part of the Company's flagship White Gold Project (Figure 1). The White Gold Project is located in west-central Yukon, Canada, and comprises 16 million tonnes averaging 2.23 gt Au for 1,152,900 ounces of gold in the Indicated Resource category and 19 million tonnes averaging 1.54 gt Au for 942,400 ounces of gold in the Inferred Resource category (1) . These new results form part of the Company's 2024 exploration program on its extensive and underexplored land package in the emerging White Gold District, Yukon, supported by strategic partners including Agnico Eagle Mines Limited (TSX: AEM, NYSE: AEM) and Kinross Gold Corporation (TSX: K, NYSE: KGC).

News Provided by GlobeNewswire via QuoteMedia

Keep reading...Show less

Latest Press Releases

Related News

×