/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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VANCOUVER, May 28, 2018 /CNW/ - (TSXVE:BCK) – Blind
Creek Resources Ltd. ("Blind Creek" or the "Company")
is pleased to announce that it has received shareholder approval at
the annual and special meeting of shareholders held May 22, 2018 (the "Meeting") as well as
the final order of the Supreme Court of British Columbia on May
24, 2018 for the plan of arrangement (the "Plan of
Arrangement") with Engineer Gold Mines Ltd. ("Engineer Gold
Mines"), pursuant to an arrangement agreement dated
January 19, 2018 between Blind Creek
and Engineer Gold Mines. Please see the Company's press
releases of January 19, March 27, April 25
and April 30, 2018 for more
information. At the Meeting, shareholders also elected Thomas Kennedy, Andrew
Rees, Glen MacDonald and
Brian Fowler to the Board of
Directors of Blind Creek, and re-approved the Company's 10%
"rolling" stock option plan.
Engineer Gold Mines has also received conditional approval to
list its common shares on the TSX Venture Exchange (the
"TSX.V"). Final listing approval will be subject to Engineer
Gold Mines satisfying all of the listing conditions of the TSX.V.
Engineer Gold Mines will announce by way of further press release
the date on which trading is expected to commence.
The closing of the Arrangement is currently expected to occur
June 1, 2018 (the "Effective
Date"). Shareholders of record of Blind Creek on the Effective
Date 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 the
Company's Information Circular dated April
18, 2018 filed under the Company's profile on SEDAR at
www.SEDAR.com.
For settlement reasons, it is currently expected that Blind
Creek common shares purchased on or after May 30, 2018 (the "Ex-Date") will not be
eligible to participate in the distribution of Engineer Gold Mines
common shares. These dates (ie, the Effective Date and the Ex-Date)
are subject to change in accordance with applicable TSX.V rules and
in such event the Company will issue a further news release
announcing any such change(s).
In connection with the subscription receipt (the
"Subscription Receipts") financing of Engineer Gold Mines
which closed March 27, 2018 (the
"Financing"), Engineer Gold Mines confirms that all of the
escrow release conditions in connection with the Financing have
been satisfied other than the release notice to the escrow agent
(the "Release Notice") which is currently expected to be
provided on the Effective Date. Upon receipt of the Release Notice
on the Effective Date, the escrow agent will release the proceeds
of the Financing to Engineer Gold Mines in accordance with the
instructions in the Release Notice and the Subscription Receipts
will be 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, with
each whole warrant exercisable to acquire on common share of
Engineer Gold Mines at a price of $0.15 per share for a period of 24 months after
the date of issuance. 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.
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
such 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.
Engineer Gold Mines also announces that the shareholders of the
Company have approved at the Meeting a stock option plan. The plan
is a 10% rolling stock option and is described in greater detail in
Blind Creek's information circular dated April 18, 2018, which is available on SEDAR at
www.SEDAR.com under Blind Creek's profile.
About Engineer Gold Mines Ltd.
Engineer Gold Mines is a wholly owned subsidiary of Blind Creek
which was incorporated on January 16,
2018 to enter into the Arrangement Agreement with Blind
Creek. Following completion of the Arrangement, Engineer Gold Mines
will focus on the Engineer Gold Mine project situated 32 km
southwest of Atlin, B.C in
northern British Columbia.
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), Northwest Territories (AB Property) and
British Columbia (Engineer Gold
Mine). 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 please visit the company website
www.blindcreekresources.com.
On behalf of the Board of
Directors,
Mr. Brian P. Fowler,
P.Geo.
President
bfowler@blindcreekresources.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 not obtaining court,
Blind Creek shareholders or stock exchange approvals to proceed
with the Arrangement; 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 TSXVE 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 TSXVE nor its Regulation Services Provider (as
that term is defined in the policies of the TSXVE) accepts
responsibility for the adequacy or accuracy of this
release.
SOURCE Blind Creek Resources Ltd.
