Orefinders Resources Inc
Orefinders Resources and American Eagle Gold Announce Closing of Spin-Out
Toronto, Ontario – April 26, 2021 – Orefinders Resources Inc. ("Orefinders" or the "Company") (TSX.V: ORX) and American Eagle Gold Corp. (“American Eagle”) are pleased to announce that further to Orefinders press release dated April 6, 2021, the plan of arrangement spinout transaction (the “Arrangement”) has closed effective April 26, 2021 (the “Effective Date”).
Completion of the Arrangement, as set forth in the arrangement agreement dated January 27, 2021 (the “Arrangement Agreement”), entered into between Orefinders and American Eagle, was approved by the shareholders of Orefinders (the “Orefinders Shareholders”) on April 6, 2021, by a Final Order granted by the Supreme Court of British Columbia on April 8, 2021, in accordance with Part 9 of the Business Corporations Act (British Columbia), and accepted by the TSX Venture Exchange (the “TSXV”).
Pursuant to the Arrangement Agreement and on the Effective Date:
- the authorized capital of Orefinders was amended by:
- altering the existing common shares of Orefinders by changing their name to “Class A” Common Shares (the “Old Orefinders Shares”); and
- creating an unlimited number of common shares without par value (the “New Orefinders Shares”) having attached thereto special rights and restrictions identical to those of the Old Orefinders Shares;
- each Old Orefinders Share represents a right of the holder to deliver the certificates evidencing such Old Orefinders Shares to Computershare Investor Services Inc., as depositary, in exchange for one New Orefinders Share and approximately 0.02247 of one common share of American Eagle (an “American Eagle Share”);
- the Old Orefinders Shares were cancelled;
- each Orefinders incentive stock option outstanding immediately before the Effective Date were exchanged for a stock option (a "New Orefinders Stock Option") having the same terms and conditions as the Orefinders incentive stock option for which it was exchanged, but being exercisable to acquire New Orefinders Shares;
- each holder of Orefinders share purchase warrants outstanding immediately prior to the Effective Date shall receive (and such holder shall accept) upon the exercise of such holder's warrants, in lieu of each Old Orefinders Share to which such holder was previously entitled upon such exercise and for the same aggregate consideration payable therefor, the number of New Orefinders Shares and American Eagle Shares which the holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if, immediately prior to the Effective Date, such holder had been the registered holder of the number of Old Orefinders Shares to which such holder would have been entitled upon exercise of the Orefinders share purchase warrant;
- American Eagle became a reporting issuer in British Columbia, Alberta and Ontario. The trading symbol for the American Eagle Shares will be "AE”, and;
- Orefinders remains listed on the TSXV and continues to trade under the trading symbol “ORX” as a junior exploration company.
The CUSIP number for the New Orefinders Shares is 685773103.
The CUSIP number for the American Eagle Shares is 02553R107.
As of the Effective Date, the board of directors, officers and audit committee members of American Eagle are as follows:
About American Eagle Gold Corp.:
American Eagle is an early stage mineral exploration company with a focus on exploration of the Golden Trend Property located in the Cortez Trend in Nevada, United States.
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused exclusively on the Abitibi Greenstone Belt. The Company is listed on the Toronto Venture Exchange under the symbol ORX.
Source: https://orefinders.ca/news/orefinders-resources-and-american-eagle-gold-announce-closing-of-spin-out/
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