May 16, 2013
American Creek Resources Ltd. (TSX-V: AMK) (“the Corporation”) announces that its board of directors (the “Board”) has adopted a shareholder rights plan (the “Rights Plan”), which the shareholders of the Corporation (the “Shareholders”) approved at the annual general and special meeting of Shareholders held on January 25, 2013. The adoption of the Rights Plan is not in response to a proposal to acquire control of the Corporation. At this time, the Corporation is not aware of any such transaction that would trigger the provisions of the Rights Plan.
The purpose of the Rights Plan is to give adequate time for Shareholders to properly assess the merits of a bid without undue pressure and to allow competing bids to emerge. The Rights Plan is designed to give the Board time to consider alternatives to allow Shareholders to receive full and fair value for their common shares in the capital of the Corporation (the “Common Shares”). The adoption of the Rights Plan does not affect the duty of the Board to act honestly and in good faith with a view to the best interests of the Corporation and its shareholders.
The issuance of the rights under the Rights Plan will not alter the financial condition of the Corporation. The issuance is not of itself dilutive, will not affect reported earnings per Common Share and will not change the way in which Shareholders would otherwise trade Common Shares. By permitting holders of Rights other than an Acquiring Person (as defined in the Rights Plan) to acquire Common Shares at a discount to market value, the Rights may cause substantial dilution to a person or group that acquires 20% or more of the Common Shares of the Corporation other than by way of a Permitted Bid (as defined in the Rights Plan) or other than in circumstances where the Rights are redeemed or the Board waives the application of the Rights Plan.
The Rights Plan should provide adequate time for Shareholders to assess a bid and to permit competing bids to emerge. It also gives the Board sufficient time to explore other options. A potential bidder can avoid the dilutive features of the Rights Plan by making a bid that conforms to the requirements of a Permitted Bid.
To qualify as a Permitted Bid, a take-over bid must be made for all Common Shares and must be open for 60 days after the bid is made. If at least 50% of the Common Shares held by persons independent of the bidder are deposited or tendered pursuant to the bid and not withdrawn, the bidder may take up and pay for such shares. The bid must then remain open for a further period of 10 business days on the same terms.
A copy of the Rights Plan is available on the Corporation’s profile at www.sedar.com.
American Creek Resources Ltd. is a Canadian junior mineral exploration company focused on the acquisition, exploration and development of mineral deposits within the Province of British Columbia, Canada.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.