/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, June 4, 2018 /CNW/ - (TSX.V:BCK) – Blind
Creek Resources Ltd. ("Blind Creek") and Engineer Gold Mines
Ltd. ("Engineer Gold Mines") are pleased to announce the
completion of the plan of arrangement (the "Plan of
Arrangement") effective June 1,
2018 (the "Effective Date"). On the Effective Date,
Blind Creek transferred the Engineer Gold Mines mineral resource
property (the "Engineer Gold Mine Property") to Engineer
Gold Mines and Engineer Gold Mines issued 12,863,525 common shares
(the "Consideration Shares") as consideration to Blind
Creek. Blind Creek will distribute the Consideration Shares to the
shareholders of record of Blind Creek as of the close of trading on
the Effective Date. Each Blind Creek shareholder will retain their
Blind Creek common shares and be entitled to receive one Engineer
Gold Mines common share for each two Blind Creek common shares held
on that day. For more information, see Blind Creek's Information
Circular dated April 18, 2018 filed
under its profile on SEDAR at www.SEDAR.com.
Computershare Investor Services Inc. will forward to each Blind
Creek shareholder who is entitled to receive Engineer Gold Mines
common shares certificates representing their allotted number of
Engineer Gold Mines common shares in accordance with the
Arrangement. Shareholders should not deliver certificates for
Blind Creek common shares as certificates representing Blind Creek
common shares are not being exchanged pursuant to the
Arrangement.
As of the Effective Date, the escrow release conditions in
connection with the subscription receipt (the "Subscription
Receipts") financing of Engineer Gold Mines (the
"Financing") were satisfied and the release notice has been
provided to the escrow agent (the "Release Notice"). As a
result, the escrow agent has released the proceeds of the Financing
to Engineer Gold Mines in accordance with the instructions in the
Release Notice and the Subscription Receipts have been
exercised for units of Engineer Gold Mines (the "Units"),
each such Unit comprised of one Engineer Gold Mines common share
and one half of one share purchase warrant (the "Warrants"),
with each whole Warrant exercisable to acquire one common share of
Engineer Gold Mines at a price of $0.15 per share until June
1, 2020. As a result, in connection with the Financing
Engineer Gold Mines issued 7,600,000 common shares and 3,800,000
Warrants on the Effective Date, so that the total issued and
outstanding commons shares of Engineer Gold Mines on a non-diluted
basis is 20,463,525 and 24,263,525 on a fully diluted basis. The
number of outstanding common shares of Blind Creek has not changed
as a result of the Arrangement.
Engineer Gold Mines has received conditional listing approval
for its common shares from the TSX Venture Exchange
("TSX.V") and has reserved the symbol "EAU". Listing will be
subject to Engineer Gold Mines satisfying all of the listing
conditions of the TSX.V. Until the common shares of Engineer Gold
Mines are listed on the TSX.V, there is no market for such shares
to trade. There can be no assurances that Engineer Gold Mines will
be listed on the TSX.V or any stock exchange. Engineer Gold Mines
is expected to be a reporting issuer in British Columbia, Alberta, Saskatchewan and Yukon upon completion of the Arrangement.
Recognition of Engineer Gold Mines as a reporting issuer is within
the purview of the Canadian securities regulators; there can be no
assurances that any securities regulator will recognize Engineer
Gold Mines as a reporting issuer, in which case Engineer Gold Mines
will be a private company with no liquid market and significant
legal restrictions on the ability to trade in its securities
affecting all Engineer Gold Mines Shareholders.
In connection with the conditional listing approval, the TSX.V
has requested that Engineer Gold Mines increase the proposed Phase
I work program in the previously filed technical report on the
Engineer Gold Mines Property from $200,000 to $400,000. Engineer Gold Mines has included this
change in an amended and restated technical report prepared by
Darren O'Brien, P. Geo, Michael Redfearn, P. Eng. and Dr. Simon Dominy, FAuslMM(CP), FGS(CGeol) entitled
"Engineer Gold Mine, British Columbia,
Canada – January 2018 (Amended
and Restated)" effective January 18,
2018, amended and restated as of May
9, 2018 which is available under Engineer Gold Mines SEDAR
profile on www.SEDAR.com.
About Engineer Gold Mines Ltd.
Engineer Gold Mines is a Vancouver-based junior resource company
focussed on developing the Engineer Gold Mine Property located 32
km west of Atlin in northwestern
British Columbia on the east shore
of the Taku Arm of Tagish Lake.
About Blind Creek Resources Ltd.
Blind Creek is a Vancouver-based junior resource company
focused on lead-zinc-silver and gold-silver project acquisition,
exploration and development in Yukon (Blende Property) and Northwest Territories (AB Property). The
Company's flagship property is the Blende Property in north-central
Yukon. More recently the company has signed an agreement to
acquire a 100% interest in the AB Property (MV-Type Zinc-Lead) in
the Northwest Territories.
For additional information about Blind Creek, please visit Blind
Creek's website www.blindcreekresources.com.
On behalf of the Board of Directors of Blind Creek and Engineer
Gold
Mines,
Mr. Brian P. Fowler, P.Geo.
President
bfowler@blindcreekresources.com
bfowler@engineergoldmines.com
Cautionary Note Regarding Forward-Looking Statements
Certain statements made and information contained herein in the
press release constitutes "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities legislation (collectively, "forward-looking
information"). The forward-looking information contained in this
press release is based on information available to the Company as
of the date of this press release. Except as required under
applicable securities legislation, the Company does not intend, and
does not assume any obligation, to update this forward looking
information. Generally, this forward-looking information can
frequently, but not always, be identified by use of forward-looking
terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events, conditions or results "will", "may", "could",
"would", "might" or "will be taken", "occur" or "be achieved" or
the negative connotations thereof.
All statements other than statements of historical fact may be
forward-looking statements. Forward-looking information is
necessarily based on estimates and assumptions that are inherently
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of the Company to be materially different from
those expressed or implied by such forward-looking information,
including but not limited to: risks and uncertainties relating to,
among other things, the risk of the Company; the risk of unexpected
tax consequences to the Arrangement, the risk of unanticipated
material expenditures required by the Company prior to completion
of the Arrangement; risks of the market valuing Blind Creek and
Engineer in a manner not anticipated by the Company; risks relating
to the benefits of the Arrangement not being realized or as
anticipated, the inherent uncertainties regarding cost estimates,
changes in commodity prices, currency fluctuation, financing,
unanticipated resource grades, infrastructure, results of
exploration activities, cost overruns, availability of materials
and equipment, timeliness of government approvals, taxation,
political risk and related economic risk and unanticipated
environmental impact on operations, as well as other risks
uncertainties and other factors, which may cause the actual
results, level of activity, performance or achievements of the
Company to be materially different from those expressed or implied
by such forward-looking information.
The Company believes that the expectations reflected in the
forward-looking statements and information included in this press
release are reasonable but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements and information should not be unduly relied upon.
The TSX.V has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the
contents of this press release.
Neither the TSX.V nor its Regulation Services Provider (as
that term is defined in the policies of the TSX.V) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Blind Creek Resources Ltd.