/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, March 27, 2018 /CNW/ - (TSXVE: BCK) –
Blind Creek Resources Ltd. ("Blind Creek" or the "Company") is
pleased to announce that, further to its press release of
January 19, 2018, Engineer Gold Mines
Ltd. ("Engineer") has completed its previously announced
non-brokered private placement financing of subscription receipt
(the "Engineer Private Placement"). The Offering was oversubscribed
as Engineer has issued and sold an aggregate of 7,600,000
subscription receipts (the "Subscription Receipts") at a
subscription price of $0.10 per
Subscription Receipt for gross proceeds of $760,000. Engineer, a wholly-owned subsidiary of
Blind Creek, was incorporated in connection with the previously
announced plan of arrangement of Blind Creek and Engineer (the
"Arrangement") under the Business Corporations Act
(British Columbia) pursuant to
which Blind Creek will spin out its Engineer Gold Mines property to
Engineer in consideration for common shares of Engineer. Blind
Creek plans to distribute the Engineer common shares to its
shareholders on a pro-rata basis upon completion of the
Arrangement. There can be no assurances the Arrangement will be
completed on the proposed terms or at all. Further information can
be found in Blind Creek's January 19,
2018 press release and the Arrangement agreement, both of
which are available under Blind Creek's profile on
www.SEDAR.com.
All funds raised in connection with the Engineer Private
Placement will be held in escrow pending satisfaction of certain
escrow release conditions (the "Escrow Release Conditions"), as set
out below. Upon satisfaction of the Escrow Release Conditions, the
Subscription Receipts will automatically be exercised, without
payment of any additional consideration and with no further action
on the part of the holders thereof, for units of Engineer (the
"Units"). Each Unit is comprised of one Engineer common share
and one-half of one share purchase warrant (the "Warrants"). Each
whole Warrant is exercisable to acquire one Engineer common share
at a price of $0.15 per share for a
period of two years following the issuance of the Warrants.
The Escrow Release Conditions are substantially as follows: (i)
all conditions to the completion of the Arrangement pursuant to the
Arrangement Agreement (other than the release of the Escrowed
Proceeds), shall have been satisfied; (ii) the receipt of all
regulatory approvals required for the Arrangement to be completed
(including that of the TSXVE); (iii) the receipt of all required
shareholder and Blind Creek Board of Director approvals required
for the Arrangement; (iv) receipt of gross proceeds of no less than
$500,000 from the Engineer Private
Placement; (v) the Supreme Court of British Columbia issuing a final order in
connection with the Arrangement; (vi) no material change having
occurred in respect of Engineer or Blind Creek; and (vii) the
Company shall have delivered a release notice to the Subscription
Receipt agent confirming that items (i) through (vi),
inclusive, have been satisfied.
If the Escrow Release Conditions are not satisfied prior to
escrow release deadline, all of the escrowed funds plus accrued
interest, if any, will be returned to the purchasers of the
Subscription Receipts in accordance with the terms of the Engineer
Private Placement. To the extent that the Escrowed Proceeds plus
accrued interest, if any, are not sufficient to repay the purchase
price for all Subscription Receipts, Engineer and Blind Creek will
satisfy any shortfall.
There can be no assurances that the Arrangement will be
completed on the terms set out above, or at all. The Arrangement
contains a number of risks and uncertainties, some of which are set
out in the January 19, 2018 press
release and which will be set out in greater detail in the
information circular to be prepared in connection with the
Arrangement as Blind Creek seeks shareholder and court approval for
the Arrangement. Blind Creek will retain the right not to proceed
with the Arrangement in the event that the Board of Directors of
Blind Creek determines that it is not in the best interests of
Blind Creek to proceed; however, if the Arrangement is completed
there can be no assurances that Engineer will be able to maintain a
listing on a stock exchange or that the Engineer Gold Mines Project
will yield economic mineralization results. The Arrangement is
subject to regulatory, stock exchange and shareholder approval, any
of which may not be forthcoming. While Blind Creek intends to
complete the Arrangement in a manner that does not produce
unfavourable tax results for Blind Creek, Engineer or the
shareholders, there may be adverse tax consequences – each
shareholder should consult with his, her or its tax advisors to
understand the tax implications of the Arrangement. Please see the
section entitled "Cautionary Note Regarding Forward-Looking
Statements" for further risk and uncertainties associated with the
Arrangement.
About Engineer Gold Mines Ltd.
Engineer is a wholly owned subsidiary of Blind Creek which has
been incorporated on January 16, 2018
to enter into the Arrangement agreement with Blind Creek. It is
proposed that following completion of the Arrangement, Engineer
will focus on the Engineer Gold Mines project 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 and purchased the historic and fully-permitted
Engineer Gold Mine, situated 32 km southwest of Atlin, B.C.
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, including, without
limitation, those referred to in the "Risks and Uncertainties"
section of the press release, and elsewhere, 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.