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American Creek Resources Announces Mailing of Circular for Shareholder Meeting and Receipt of Interim Order

American Creek Resources plans to merge with Tudor Gold, offering shareholders Tudor shares; the meeting to approve this is scheduled for August 28, 2025.

Michael Chen

Senior Mining Analyst

August 5, 2025
8 min read
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Cardston, Alberta--(Newsfile Corp. - August 5, 2025) - American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) (the "Company" or "American Creek") announces that its management information circular (the "Circular") and related materials were mailed August 1, 2025, for its annual general and special meeting (the "Meeting") of the Company's shareholders (the "Shareholders") to approve, amongst other things, a statutory plan of arrangement (the "Arrangement") involving American Creek and Tudor Gold Corp. (the "Purchaser") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) ("BCBCA"). The transaction is subject to the terms and conditions of an arrangement agreement (the "Arrangement Agreement") described in the Company's June 26, 2025, news release. Under the terms of the Arrangement Agreement, among other things, the Purchaser will acquire all of the issued and outstanding common shares of the Company in consideration for 0.238 of a Tudor Share for each American Creek common share.

The Circular and related materials have been publically filed by American Creek under its issuer profile on SEDAR+ at www.sedarplus.ca.

The board of directors of the Company unanimously determined that the Arrangement is fair to all securityholders of the Company (Shareholders, warrantholders and optionholders) and that the Arrangement and the entering into of the Arrangement Agreement are in the best interests of the Company and recommends that Shareholders vote FOR the Arrangement.

The Meeting

The Meeting will be held on Thursday, August 28, 2025 at 10:00 a.m. (Vancouver Time). At the Meeting, in addition to the typical general meeting items of business, including setting the number of directors at four, the annual election of directors, the re-appointing of the Company's auditors and approving the continued use of the Company's stock option plan, Shareholders will also be asked to approve amendments to certain insider stock options and to consider, and, if deemed advisable, pass, with or without variation, a special resolution of the Shareholders to approve the Arrangement.

The Circular, form of proxy, voting instruction form and letter of transmittal, as applicable, for the Meeting contain comprehensive information with respect to how registered and beneficial Shareholders may vote on the matters to be considered at the Meeting. The Circular is also available under the Company's profile at www.sedarplus.ca. Only Shareholders of record as of the close of business on Friday, July 25, 2025, are eligible to vote at the Meeting.

The deadline for completed proxies to be received by the Company's transfer agent is Tuesday, August 26, 2025, at 10:00 a.m. (Vancouver Time).

Receipt of Interim Court Order

The Company also announces that on Monday, July 21, 2025, it obtained the interim order (the "Interim Order") providing for the calling and holding of the Meeting and other procedural matter from Supreme Court of British Columbia regarding the Arrangement. The Interim Order authorizes the Company to proceed with various matters, including the holding of the Meeting to consider and vote on the Arrangement.

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. 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 contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

In this news release, forward-looking statements relate to, among other things, statements regarding: the Arrangement, the anticipated timeline for holding the Meeting, the consideration payable under the Arrangement, and the shareholder approvals sought at the Meeting. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements.

In respect of the forward-looking statements concerning the Arrangement, American Creek has relied on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other third party approvals and the ability of the parties to satisfy, in a timely manner, the other conditions to the completion of the Arrangement. This timeline may change for a number of reasons, including inability to secure necessary regulatory, court, shareholder, stock exchange or other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times.

Risks and uncertainties that may cause such differences include but are not limited to: the risk that the Arrangement may not be completed on a timely basis, if at all; the conditions to the consummation of the Arrangement may not be satisfied; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against American Creek, Tudor and/or others relating to the Arrangement and the outcome of such proceedings; the possible occurrence of an event, change or other circumstance that could result in termination of the Arrangement; risks relating to the failure to obtain necessary shareholder and court approval; other risk factors as detailed from time to time and additional risks identified in American Creek's and Tudor's filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, the announcement of the Arrangement and the dedication of substantial resources of American Creek to the completion of the Arrangement could have a material adverse impact on each of American Creek's share price, its current business relationships and on the current and future operations, financial condition, and prospects of American Creek.

American Creek expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.

Source: American Creek Resources Ltd.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261341

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Michael Chen

Michael has over 15 years of experience covering junior mining companies, with a focus on precious metals exploration and development.

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