American Creek Resources Announces Shareholder Approval of Plan of Arrangement with Tudor Gold Corp. and Receipt of Final Order

Rhea-AI Summary

American Creek Resources (OTCQB: ACKRF) has received overwhelming shareholder approval for its previously announced arrangement with Tudor Gold Corp. At the special meeting held on August 28, 2025, 99.47% of shareholders and 99.43% of minority shareholders voted in favor of the arrangement, with approximately 256,423,575 shares (53.98% of outstanding shares) represented.

The company has also obtained the final order from the Supreme Court of British Columbia approving the arrangement on September 2, 2025. The transaction, which will result in Tudor Gold acquiring all issued and outstanding American Creek shares, is scheduled to close on September 4, 2025, subject to satisfaction of all closing conditions.

Positive

• Overwhelming shareholder approval with 99.47% votes in favor
• Strong minority shareholder support with 99.43% approval
• Final court approval obtained for the arrangement
• Clear timeline with scheduled closing date of September 4, 2025

Negative

• Transaction completion still subject to closing conditions
• Only 53.98% of total outstanding shares were represented at the meeting

Cardston, Alberta--(Newsfile Corp. - September 2, 2025) - American Creek Resources Ltd. (TSXV: AMK) (OTCQB: ACKRF) (the "Company" or "American Creek") is pleased to announce that further to its press releases of June 26, 2025, and August 5, 2025, that the special resolution ("Special Resolution") in connection with the previously announced 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"), whereby, among other things, the Purchaser will acquire all of the issued and outstanding common shares of American Creek, was overwhelmingly approved at the annual general and special meeting of shareholders of the Company (the "Meeting") held August 28, 2025.

256,423,575 shares, being approximate 53.98% of the issued and outstanding shares of American Creek, were represented at the Meeting.

At the Meeting, the Special Resolution authorizing and approving the Arrangement was approved by (i) 99.47% of the shareholders of the Company present in person or represented by proxy at the Meeting, and (ii) 99.43% of the minority shareholders of the Company (being those common shares of the Company beneficially owned or controlled by shareholders other than Darren Blaney and Robert Edwards, their related parties and joint actors, whose votes were required to be excluded from the minority vote in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions) present in person or represented by proxy at the Meeting.

At the Meeting, all other resolutions presented to the shareholders were also approved, including the re-appointment of Dale Matheson Carr-Hilton Labonte LLP as auditor of the Company, setting the number of directors at four, the re-election of Darren Blaney, Robert Edwards, Dennis Edwards and Tobin Wood as directors of the Company, approving the continued use of the Company's stock option plan and the approval of the amendment to certain insider stock options by disinterested shareholders.

In addition, on September 2, 2025, the Company obtained the final order from the Supreme Court of British Columbia approving the Arrangement under Division 5 of Part 9 of the BCBCA.

Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to closing the Arrangement. Closing is scheduled for September 4, 2025, assuming all conditions to the closing of the Arrangement are satisfied or waived prior to such time.

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".

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 may contain forward-looking statements (within the meaning of applicable securities laws) which reflect American Creek's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. The forward-looking statements in this news release are based on a number of key expectations and assumptions made by American Creek as of the date hereof. Although the forward-looking statements contained in this news release are based on what American Creek's management believes to be reasonable assumptions, American Creek cannot assure investors that actual results will be consistent with such statements.

The forward-looking statements in this news release are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including those identified in American Creek's most recent Management's Discussion and Analysis, which is available on SEDAR+ at www.sedarplus.ca. Readers, therefore, should not place undue reliance on any such forward-looking statements. These forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, American Creek assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/264834

FAQ

What percentage of American Creek (ACKRF) shareholders approved the Tudor Gold arrangement?

99.47% of shareholders and 99.43% of minority shareholders present at the meeting approved the arrangement.

When is the Tudor Gold acquisition of American Creek (ACKRF) expected to close?

The arrangement is scheduled to close on September 4, 2025, subject to satisfaction of all closing conditions.

How many American Creek (ACKRF) shares were represented at the special meeting?

256,423,575 shares, representing approximately 53.98% of the issued and outstanding shares, were represented at the meeting.

Has American Creek (ACKRF) received court approval for the Tudor Gold arrangement?

Yes, American Creek received final approval from the Supreme Court of British Columbia on September 2, 2025.

What other resolutions were approved at the American Creek (ACKRF) meeting?

Shareholders approved the reappointment of auditors, re-election of four directors, continued use of the stock option plan, and amendments to insider stock options.