Blind Creek Resources Ltd. (Blind Creek) has announced its intention to transfer its Engineer Mine property and the adjoining Gold Hill Property which it acquired from BCGold Corp. (now Pan Andean Minerals Ltd.) in early 2017 together with certain claims it had previously acquired –including the Engineer Gold Mine Project – to Engineer Gold Mines Ltd. (Engineer), a wholly-owned subsidiary of Blind Creek, (subject to receipt of all required regulatory approvals) for common shares of Engineer. The Engineer Distribution Shares will then be distributed to the common shareholders of Blind Creek on the reduction of the stated capital of the Blind Creek common shares, all by way of a plan of arrangement (the Plan of Arrangement) under the Business Corporations Act (British Columbia) (the Arrangement). Blind Creek and Engineer have entered into an arrangement agreement (the Arrangement Agreement) dated 19th January 2018 in connection with the Arrangement. The Arrangement is intended to deliver value to shareholders by unlocking the potential of the Engineer Gold Mines Project.
The Engineer Gold Mines Project is a gold/silver project situated 32 km southwest of Atlin, British Columbia. The Engineer Gold Mine Property consists of six patented crown grants, five legacy mineral claims, and 42 Mineral Titles Online “MTO cell” claims that surround and overlap the crown grants. The total contiguous property package covers an area of approximately 12 032 ha.
The proposed arrangement will include a transfer of the Engineer Gold Mines Project in exchange for the assumption of the Assumed Liabilities by Engineer and the Engineer Distribution Shares. Pursuant to the arrangement, Blind Creek intends to distribute the Engineer Distribution Shares to Blind Creek common shareholders on a pro rata basis (other than to shareholders who dissent in accordance with the provisions of the arrangement) on the reduction of the stated capital of the Blind Creek common shares. Blind Creek shareholders will be entitled to receive one Engineer Distribution Share for every two common shares of Blind Creek held by each such shareholder. The effective date of the arrangement is currently planned for early 2Q18. There will be no changes in shareholders’ holdings in Blind Creek as a result of the arrangement.
The Arrangement is subject to TSX Venture Exchange (TSXVE), regulatory and Supreme Court of British Columbia (the Court) approvals, as well as approval by not less than two-thirds of the votes cast at a special meeting of Blind Creek shareholders, to be called in connection with the arrangement.