American Gold Capital Corporation

December 19, 2006 17:32 ET

American Gold Announces Extraordinary Meeting of Shareholders; Confirms Mailing of Information Circular

VANCOUVER, BRITISH COLUMBIA--(CCNMatthews - Dec. 19, 2006) - American Gold Capital Corporation ("American Gold") (TSX VENTURE:AAU) today announced that the Supreme Court of British Columbia has issued an interim order (the "Interim Order") dated December 18, 2006 in connection with the previously announced proposed statutory plan of arrangement (the "Arrangement") involving American Gold and Chesapeake Gold Corp. ("Chesapeake") (TSX VENTURE:CKG).

The Interim Order provides for the calling of an extraordinary meeting of holders of American Gold Common Shares to consider the Arrangement (the "Extraordinary Meeting"). Subject to the approval of the American Gold shareholders at the Extraordinary Meeting and all regulatory approvals being obtained or concluded, the hearing in respect of the final order to approve the Arrangement is currently scheduled to take place on January 18, 2007, with closing of the transaction anticipated later in January 2007.

The Extraordinary Meeting will be held on January 16, 2007 in the Main Boardroom, Suite 1300 - 777 Dunsmuir Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time). At the Extraordinary Meeting, American Gold shareholders will be asked to approve the de-registration of American Gold in the Cayman Islands and transfer by way of continuation (the "Continuation") of American Gold into British Columbia under the Business Corporations Act (British Columbia) and, if the Continuation is approved, following an adjournment and reconvening of the Extraordinary Meeting, approve the Arrangement.

American Gold confirmed today that it is mailing to its shareholders the notice of the Extraordinary Meeting and a Management Information Circular (the "Information Circular") in respect of the Extraordinary Meeting. The notice of Extraordinary Meeting and Information Circular will also be available on the SEDAR website at American Gold shareholders of record as of December 6, 2006 will be entitled to attend and vote at the Extraordinary Meeting.

As previously announced, under the Arrangement, Chesapeake will issue for every outstanding share of American Gold (i) 0.29 Chesapeake common shares, (ii) 0.145 Chesapeake common share purchase warrants and (iii) 0.029 Chesapeake Series 1 Class A Shares. A detailed description of the proposed transaction, including the securities of Chesapeake proposed to be issued, is set out in the Information Circular.

As is described in the Information Circular, the Arrangement is subject to approval by American Gold shareholders, further approval by the Court and certain regulatory approvals, including approval by the TSX Venture Exchange.

Forward looking statements

This press release contains certain forward looking statements that may involve a number of risks and uncertainties. Actual results could differ materially from the Company's expectations and projections. In addition, the completion of the transactions contemplated by this release is conditional upon a number of factors, many of which are outside of American Gold's control. There is no assurance that the transactions will be completed at all or upon the same terms and conditions previously announced.

The TSX Venture Exchange has neither approved nor disapproved the information contained in this press release.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • American Gold Capital Corporation
    Chris K. Falck
    (604) 689-1765, Extension 1