December 12, 2006
RAYMOND, Alberta - TSX-V:AMK - American Creek Resources Ltd. (the “Corporation”) today announced that it will be offering on a non-brokered private placement basis (the “Offering”) up to 2,500,000 units of the Corporation (“Units”) at a price of $1.40 per Unit for gross proceeds of $3.5 million if the Offering is fully subscribed. Each Unit will consist of one flow-through common share of the Corporation (“FT Share”) and one transferable common share purchase warrant (a “Warrant”). Each Warrant may be exercised for one additional non-flow through common share of the Corporation (“Common Share”) at a price of $3.00 per Common Share for a period of one year from the closing of the Offering.
The Units will be offered to qualified purchasers resident in Canada in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The proceeds from the sale of the FT Shares will be used to incur expenditures which qualify as Canadian Exploration Expenses and will be spent primarily on the Corporation’s Electrum, Empire and Bullion Projects located in British Columbia. Insiders of the Corporation may participate in the Offering.
MineralFields Group has advised the Corporation that it intends, subject to due diligence, to have certain of its limited partnerships (the “LPs”) subscribe for Units in the aggregate amount of $2.5 million. In connection with the sale of Units to the LPs, the Corporation has agreed to pay Limited Market Dealer Inc. (“LMDI”) a finder’s fee consisting of: (a) cash in an amount equal to 3% of the proceeds from the sale of Units to the LPs; and (b) non-transferable finder’s compensation warrants entitling LMDI to acquire that number of Units equal to 7% of the Units sold to the LPs at a price of $1.40 for a period of 12 months from the date of issuance. The Corporation will also pay LMDI a due diligence fee equal to 4% of the proceeds from the sale of Units to the LPs.
The Corporation will also pay a cash finder’s fee to brokers, limited market dealers or other arm’s length third parties (a “Finder”) equal to 5% of the gross proceeds realized from sales made to purchasers referred to the Corporation by a Finder other than LMDI.
The Offering, including payment of the finder’s fees is subject to regulatory approval and closing of the Offering will occur on or prior to December 31, 2006.
American Creek Resources Ltd. is a Canadian mineral exploration company focused on the acquisition, exploration and development of gold and silver deposits, with 11 projects in the Province of British Columbia, Canada.
About MineralFields Group
MineralFields Group (a division of Pathway Asset Management) is a Toronto-based mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada during most of the calendar year, as well as hard-dollar resource limited partnerships to investors throughout the world. Information about MineralFields Group is available at www.mineralfields.com.
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