Stinger Resources Inc.

AMENDED AND RESTATED ARRANGEMENT AGREEMENT

THIS AMENDED AND RESTATED ARRANGEMENT AGREEMENT is dated as of the 2[nd] day of October, 2020.

BETWEEN :

AMERICAN CREEK RESOURCES LTD ., a corporation existing under the Business Corporations Act (British Columbia)

(“ American Creek ”)

AND :

STINGER RESOURCES INC. , a corporation existing under the Business Corporations Act (British Columbia)

(“ Stinger ”)

WHEREAS :

A. American Creek owns the Assets;
B. American Creek and Stinger wish to proceed with a corporate restructuring by way of a statutory arrangement under the BCBCA, pursuant to which American Creek and Stinger will participate in a series of transactions whereby, among other things, American Creek will transfer the Assets to Stinger in consideration for, amongst other things, Stinger Spinout Shares, which will ultimately be distributed such that the holders of American Creek Shares (other than Dissenting Shareholders) will become the holders of the Stinger Spinout Shares;
C. American Creek proposes to convene a meeting of the American Creek Shareholders to consider the Arrangement pursuant to Part 9, Division 5 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement;
D. each of the parties to this Agreement has agreed to participate in and support the Arrangement; and
E. the parties to this Agreement entered into an arrangement agreement dated September 28, 2020 (the “ Original Agreement ”) to definitively set out the terms and conditions of the corporate restructuring by way of statutory arrangement referred to in Recital B above, and now wish to amend and restate the Original Agreement by entering into this amended and restated arrangement agreement.

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EXHIBIT

1.1 Definitions . In this Agreement, including the above Recitals, the following capitalized words and terms will have the following meanings:

(a) “ Agreement ” means this arrangement agreement (including the exhibits and schedules attached hereto), as the same may be supplemented, modified or amended from time to time;
(b) “ American Creek ” means American Creek Resources Ltd., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(c)
“ American Creek Board ” means the board of directors of American Creek;

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

(d) “ American Creek Class A Shares ” means the renamed and redesignated American Creek Shares as described in subsection 3.1(c)(i) of the Plan of Arrangement;
(e) “ American Creek Meeting ” means the special meeting of the American Creek Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;
(f) “ American Creek Options ” means the stock options to acquire American Creek Shares that are outstanding immediately prior to the Effective Time;
(g) “ American Creek Replacement Option ” means an option to acquire a New American Creek Share to be issued by American Creek to a holder of an American Creek Option pursuant to subsection 3.1(e) of the Plan of Arrangement;
(h) “ American Creek Shareholder ” means a holder of American Creek Shares;
(i) “ American Creek Shares ” means the common shares without par value which American Creek is authorized to issue as the same are constituted on the date hereof;
(j) “ American Creek Stock Option Plan ” means the existing stock option plan of American Creek, as updated and amended from time to time;
(k) “ American Creek Warrants ” means the share purchase warrants of American Creek exercisable to acquire American Creek Shares that are outstanding immediately prior to the Effective Time;
(l) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of this Agreement and the Plan of Arrangement;
(m)
“ Arrangement Provisions ” means Part 9, Division 5 of the BCBCA;
(n) “ Arrangement Resolution ” means the special resolution of the American Creek Shareholders to approve the Arrangement, as required by the Interim Order and the BCBCA, in substantially the form as set out in Schedule “A” attached to the Plan of Arrangement;
(o) “ Assets ” means:
(i) the three (3) mineral properties commonly referred to as the Dunwell Property, the Gold Hill Property and the D-1 McBride Property, as more particularly described in Schedule “B” attached to the Plan of Arrangement;
(ii) the optioned interests in the three (3) mineral properties commonly referred to as the Silver Side Property, the Ample Goldmax Property and the Glitter King Property, as more particularly described in Schedule “B” attached to the Plan of Arrangement;
(iii) 1,400,499 common shares of Tudor Gold Corp.;
(iv) $1,500,000 - $3,000,000 cash;
(v) the right to receive the Contingent Cash Payment;
(vi) the real property located at #92 – 2[nd] Avenue West, Cardston, Alberta T0K 0K0, and all leasehold improvements related thereto and office furniture, computers and other equipment therein; and
(vii) those certain vehicles as are more particularly described in Schedule “B” to the Plan of Arrangement;

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

(p) “ BCBCA ” means the Business Corporations Act , S.B.C. 2002, c. 57, as amended;
(q) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;
(r) “ Constating Documents ” means, in respect of American Creek and Stinger, their respective Articles and related Notice of Articles under the BCBCA;
(s) “ Contingent Cash Payment ” means 80% of the net proceeds (i.e., after deducting the sum payable to Stinger pursuant to section 4.5 below), that American Creek receives from the exercise of any American Creek Warrants after the Effective Date;
(t) “ Court ” means the Supreme Court of British Columbia;
(u) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Division 2 of Part 8 of the BCBCA and Article 5 of the Plan of Arrangement;
(v) “ Dissent Rights ” means the right of a registered holder of American Creek Shares to dissent from the Arrangement Resolution in accordance with the provisions of the BCBCA, as modified by the Interim Order, and to be paid the fair value of the American Creek Shares in respect of which the holder dissents;
(w) “ Dissenting Shareholder ” means a registered holder of American Creek Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;
(x) “ Effective Date ” means the date upon which the Arrangement becomes effective in accordance with the Plan of Arrangement and the Final Order;
(y) “ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by American Creek and Stinger;
(z) “ Final Order ” means the final order of the Court approving the Arrangement;
(aa) “ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee;
(bb) “ In the Money Amount ” at a particular time with respect to an American Creek Option, American Creek Replacement Option or Stinger Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;
(cc) “ Information Circular ” means the management information circular of American Creek, including all appendices attached thereto, to be sent to the American Creek Shareholders in connection with the American Creek Meeting, together with any amendments or supplements thereto;
(dd) “ Interim Order ” means the interim order of the Court containing declarations and directions in connection with the Arrangement and the holding of the American Creek Meeting, as such order may be affirmed, amended or modified by any court of competent jurisdiction;
(ee) “ New American Creek Shares ” means the new class of voting common shares without par value which American Creek will create and issue as described in subsection 3.1(c)(ii) of the Plan of Arrangement and for which the American Creek Class A Shares will, in part, be exchanged under

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the American Creek Shares;

(ff) “ Notice of Meeting ” means the notice of special meeting of the American Creek Shareholders in respect of the American Creek Meeting;
(gg) “ Original Agreement ” has the meaning ascribed thereto in Recital E above;
(hh) “ party ” means either American Creek or Stinger and “ parties ” means, collectively, American Creek and Stinger;
(ii) “ person ” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, a trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;
(jj) “ Plan of Arrangement ” means the plan of arrangement substantially in the form attached to this Agreement as Exhibit “I”, as the same may be amended or supplemented from time to time;
(kk) “ Record Date ” means the record date with respect to voting at the American Creek Meeting;
(ll) “ Registrar ” means the Registrar of Companies under the BCBCA;
(mm) Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act set forth in section 3(a)(10) of the U.S. Securities Act;
(nn) “ Stinger ” means Stinger Resources Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(oo) “ Stinger Board ” means the board of directors of Stinger;
(pp) “ Stinger Options ” means stock options issued pursuant to the Stinger Stock Option Plan, including the Stinger Options to be issued pursuant to subsection 3.1(e) of the Plan of Arrangement;
(qq) “ Stinger Shares ” means the common shares without par value which Stinger is authorized to issue as the same are constituted on the date hereof;
(rr) “ Stinger Spinout Shares ” means the 45,000,000 Stinger Shares (or such other amount determined by the Stinger Board) to be issued to American Creek under the Arrangement to complete the acquisition of the Assets and to be distributed to the American Creek Shareholders pursuant to the Plan of Arrangement;
(ss) “ Stinger Stock Option Plan ” means the stock option plan to be adopted by Stinger in accordance with section 4.3 of this Agreement on substantially similar terms as the American Creek Stock Option Plan and as may otherwise be modified, amended or restated as more particularly described in the Information Circular;
(tt) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(uu) “ TSXV ” means the TSX Venture Exchange Inc.; and (vv) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

1.2 Currency . All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada.

1.3 Interpretation Not Affected by Headings . The division of this Agreement into articles, sections and subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of the provisions of this Agreement. The terms “ this Agreement ”, “ hereof ”, “ herein ”, “ hereunder ” and similar expressions refer to this Agreement and the exhibits and schedules attached hereto as a whole and not to any particular article, section or subsection hereof and include any agreement or instrument supplementary or ancillary hereto.

1.4 Number and Gender. In this Agreement, unless the context otherwise requires, words importing the singular will include the plural and vice versa and words importing the use of either gender will include both genders and neuter and words importing persons will include firms and corporations.

1.5 Date for any Action. In the event that any date on which any action is required to be taken hereunder by American Creek or Stinger is not a Business Day in the place where the action is required to be taken, such action will be required to be taken on the next succeeding day which is a Business Day in such place.

1.6 Meaning. Words and phrases used herein and defined in the BCBCA will have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.7 Accounting Matters . Unless otherwise stated, all accounting terms used in this Agreement will have the meanings attributable thereto under IFRS, as applicable and all determinations of an accounting nature are required to be made will be made in a manner consistent with IFRS.

1.8 Reference to Legislation . References in this Agreement to any statute or sections thereof will include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

1.9 Enforceability . All representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief and general principles of equity).

1.10 Exhibits. Attached hereto and deemed to be incorporated into and form an integral part of this Agreement as Exhibit “I” is the Plan of Arrangement.

ARTICLE 2 ARRANGEMENT

2.1 Arrangement . The parties agree to effect the Arrangement pursuant to the Arrangement Provisions on the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.2 Effective Date of Arrangement . The Arrangement will become effective on the Effective Date as set out in the Plan of Arrangement.

2.3 Commitment to Effect . Subject to termination of this Agreement pursuant to Article 6 hereof, the parties will each use all commercially reasonable efforts and do all things reasonably required to cause the Plan of Arrangement to become effective by no later than January 31, 2021, or by such other date as American Creek and Stinger may determine, and in conjunction therewith to cause the conditions described in section 5.1 to be complied with prior to the Effective Date. Without limiting the generality of the foregoing, the parties will proceed forthwith to apply for the Interim Order and American Creek will call the American Creek Meeting and mail the Information Circular to the American Creek Shareholders.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

2.4 Interim Order . Subject to the approval by the Court, the Interim Order will provide that:
(a) the securities of American Creek for which holders will be entitled to vote on the Arrangement Resolution will be the American Creek Shares;
(b) the American Creek Shareholders will be entitled to vote on the Arrangement Resolution, with each shareholder being entitled to one vote for each American Creek Share held by such holder; and
(c) the requisite majority for the approval of the Arrangement Resolution will be two-thirds (⅔) of the votes cast by the American Creek Shareholders present in person or by proxy at the American Creek Meeting.

2.5 Filing of Final Order . Subject to the rights of termination contained in Article 6 hereof, upon the American Creek Shareholders approving the Arrangement Resolution in accordance with the provisions of the Interim Order and the BCBCA, American Creek obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, American Creek on its behalf and on behalf of Stinger will, if required, file with the Registrar: (a) the records and information required by the Registrar pursuant to the Arrangement Provisions; and (b) a copy of the Final Order.

2.6 U.S. Securities Law Matters . The parties agree that the Arrangement will be carried out with the intention that all securities to be issued and exchanged pursuant to the Arrangement will be issued and exchanged in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court and the Court will hold a hearing approving the fairness of the terms and conditions of the Arrangement;
(b) prior to the hearing required to approve the Arrangement, the Court will be advised as to the intention of the parties to rely on the Section 3(a)(10) Exemption with respect to the issuance of the New American Creek Shares and Stinger Spinout Shares in exchange for the American Creek Class A Shares, the issuance of the American Creek Replacement Options and Stinger Options in exchange for the American Creek Options, and the issuance of the modified American Creek Warrants in exchange for the American Creek Warrants, pursuant to the Arrangement, based on the Court’s approval of the Arrangement;
(c) the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the American Creek Shareholders, holders of American Creek Options and holders of American Creek Warrants subject to the Arrangement;
(d) American Creek will ensure that each American Creek Shareholder, holder of American Creek Options and holder of American Creek Warrants entitled to receive New American Creek Shares and Stinger Shares, American Creek Replacement Options and Stinger Options or modified American Creek Warrants, as applicable, on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(e) the American Creek Shareholders, holders of American Creek Options and holders of American Creek Warrants entitled to receive such securities on completion of the Arrangement will be advised that such securities issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the Section 3(a)(10) Exemption;
(f) the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement is approved by the Court as being fair,

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

substantively and procedurally, to the American Creek Shareholders, holders of American Creek Options and holders of American Creek Warrants;

(g) the Interim Order approving the American Creek Meeting will specify that each American Creek Shareholder, each holder of American Creek Options and each holder of American Creek Warrants will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the American Creek Shareholder, holder of American Creek Options or holder of American Creek Warrants enters an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act; and
(h) the Final Order will include a statement substantially to the following effect:

“This Order shall serve as a basis of a claim to an exemption, pursuant to section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and exchange or deemed issuance and exchange of New American Creek Shares and Stinger Shares, American Creek Replacement Options and Stinger Options and modified American Creek Warrants pursuant to the Plan of Arrangement.”

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties . Each of the parties hereby represents and warrants to the other party that:

(a) it is a corporation validly existing under the laws of British Columbia, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;
(b) it has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated herein and this Agreement has been duly executed and delivered by it;
(c) neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of (i) any provision of its Constating Documents or other governing corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it, or (iii) any agreement or instrument to which it is a party or by which it is bound; and
(d) no dissolution, winding up, bankruptcy, liquidation or similar proceedings has been commenced or are pending or proposed in respect of it.

ARTICLE 4 COVENANTS

4.1 Covenants . From the date hereof until the Effective Date, each of the parties covenants with the other that it will do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments, as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement.

4.2 Interim Order and Final Order . The parties acknowledge that American Creek will apply to and obtain from the Court, pursuant to the Arrangement Provisions, the Interim Order providing for, among other things, the calling and holding of the American Creek Meeting for the purpose of considering and, if deemed advisable, approving and adopting the Arrangement Resolution. The parties each covenant and agree that if the approval of the Arrangement by the American Creek Shareholders as set out in subsection 5.1(b) below is obtained, American Creek will thereafter (subject to the exercise of any discretionary authority granted to American Creek’s directors)

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

take the necessary actions to submit the Arrangement to the Court for approval and apply for the Final Order and, subject to compliance with any of the other conditions provided for in Article 5 below and to the rights of termination contained in Article 6 below, file the material described in section 2.5 with the Registrar, if required.

4.3 Stinger Stock Option Plan . In connection with the Arrangement, but prior to the Effective Time, Stinger will adopt the Stinger Stock Option Plan.

4.4 American Creek Options . The parties acknowledge that pursuant to the Arrangement, each American Creek Option then outstanding to acquire one American Creek Share will be transferred and exchanged for:

(a) one American Creek Replacement Option to acquire one New American Creek Share having an exercise price equal to the product of the original exercise price of the American Creek Option multiplied by the fair market value of a New American Creek Share at the Effective Time divided by the total of the fair market value of a New American Creek Share and the fair market value of 0.11973 of a Stinger Share at the Effective Time; and
(b) one Stinger Option to acquire 0.11973 of a Stinger Share, each whole Stinger Option having an exercise price equal to the product of the original exercise price of the American Creek Option multiplied by the fair market value of 0.11973 of a Stinger Share at the Effective Time divided by the total of the fair market value of one New American Creek Share and 0.11973 of a Stinger Share at the Effective Time,

provided that the aforesaid exercise prices will be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the American Creek Replacement Option and the Stinger Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the American Creek Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of American Creek Options and Stinger agrees to promptly issue Stinger Shares upon the due exercise of Stinger Options.

4.5 American Creek Warrants . The parties acknowledge that, from and after the Effective Date, all American Creek Warrants will entitle the holder to receive, upon due exercise of each American Creek Warrant, for the original exercise price:

(a) one New American Creek Share for each American Creek Share that was issuable upon due exercise of the American Creek Warrant immediately prior to the Effective Time; and
(b) 0.11973 of a Stinger Share for each American Creek Share that was issuable upon due exercise of the American Creek Warrant immediately prior to the Effective Time,

and Stinger hereby covenants that it will forthwith upon receipt of written notice from American Creek from time to time issue, as directed by American Creek, that number of Stinger Shares as may be required to satisfy the foregoing.

American Creek will, as agent for Stinger, collect and pay to Stinger an amount for each 0.11973 of a Stinger Share so issued that is equal to the exercise price under the American Creek Warrant multiplied by the fair market value of 0.11973 of a Stinger Share at the Effective Time divided by the total market value of one New American Creek and 0.11973 of a Stinger Share at the Effective Time.

4.6 Cash. The parties acknowledge that there are currently 14,700,000 outstanding and in the money American Creek Warrants that will expire, if unexercised, prior to the Effective Date. As these warrants have not yet been exercised, and there is no assurance that they will be exercised prior to their expiry dates, the exact amount of cash that American Creek will have available to transfer to Stinger on the Effective Date is unknown at this time. Consequently, the parties agree that American Creek will transfer a minimum of $1,500,000 and up to a maximum of $3,000,000 cash to Stinger as part of the Assets on the Effective Date, the exact amount of which will be agreed to by the parties upon determination of the amount of cash American Creek has on hand the day preceding the Effective Date.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

4.7 Grant of Right to Receive Contingent Cash Payment . American Creek hereby grants to Stinger the right to receive the Contingent Cash Payment, which comprises part of the Assets transferred and sold to Stinger under the Arrangement. No later than five (5) Business Days after the due exercise, if any, of an American Creek Warrant after the Effective Date, American Creek will pay the corresponding Contingent Cash Payment to Stinger.

4.8 Fair Market Value . For the purposes of sections 4.4 and 4.5 above and section 3.1 of the Plan of Arrangement, fair market value of the New American Creek Shares and the Stinger Shares will be determined by the American Creek Board, acting in good faith.

4.9 Issuance of Stinger Spinout Shares to American Creek . Pursuant to section 3.1(a) of the Plan of Arrangement, American Creek will sell and transfer the Assets to Stinger and in consideration therefore, Stinger will issue the Stinger Spinout Shares to American Creek to complete the acquisition of the Assets. ARTICLE 5 CONDITIONS

5.1 Conditions Precedent . The respective obligations of the parties to complete the transactions contemplated by this Agreement will be subject to the satisfaction of the following conditions:

(a) the Interim Order will have been granted in form and substance satisfactory to American Creek, and such order will not have been set aside or modified in a manner unacceptable to American Creek, on appeal or otherwise;
(b) the Arrangement Resolution, with or without amendment, will have been approved and adopted by the American Creek Shareholders at the American Creek Meeting in accordance with the Arrangement Provisions, the Constating Documents of American Creek, the Interim Order and the requirements of any applicable regulatory authorities;
(c) the Final Order will have been obtained in form and substance satisfactory to each of American Creek and Stinger;
(d) the TSXV will have conditionally approved the Arrangement, including the listing of the New American Creek Shares issuable under the Arrangement in substitution for the American Creek Class A Shares and the delisting of the American Creek Class A Shares, as of the Effective Date, subject to compliance with the requirements of the TSXV;
(e) the TSXV will have conditionally approved the listing of the Stinger Shares, subject to compliance with the requirements of the TSXV;
(f) all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement will have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances each in form acceptable to American Creek and Stinger;
(g) there will not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Plan of Arrangement;
(h) no law, regulation or policy will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the income tax laws of Canada, which would reasonably be expected to have a material adverse effect on any of American Creek, the American Creek Shareholders or Stinger if the Arrangement is completed;

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

(i) notices of dissent pursuant to Article 5 of the Plan of Arrangement will not have been delivered by American Creek Shareholders holding greater than 5% of the outstanding American Creek Shares; and
(j) this Agreement will not have been terminated under Article 6 below.

Except for the conditions set forth in sections 5.1(a) - (e) and (i) above, which may not be waived, any of the other conditions in this section 5.1 may be waived by either American Creek or Stinger at its discretion.

5.2 Pre-Closing . Unless this Agreement is terminated earlier pursuant to the provisions hereof, the parties will meet at the offices of K MacInnes Law Group, Suite 1100, 736 Granville Street, Vancouver, British Columbia V6Z 1G3, at 9:00 a.m. on the Business Day immediately preceding the Effective Date, or at such other location or at such other time or on such other date as they may mutually agree, and each of them will deliver or cause to be delivered to the other of them:

(a) the documents required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document required to be dated the Effective Date will be dated as of, or become effective on, the Effective Date and will be held in escrow to be released upon the occurrence of the Effective Date; and
(b) written confirmation as to the satisfaction or waiver by it of the conditions in its favour contained in this Agreement.

5.3 Merger of Conditions . The conditions set out in section 5.1 above will be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

5.4 Merger of Representations, Warranties and Covenants . The representations and warranties in section 3.1 above will be conclusively deemed to be correct as of the Effective Date and the covenants in section 4.1 above will be conclusively deemed to have been complied with in all respects as of the Effective Date, and each will accordingly merge in and not survive the effectiveness of the Arrangement.

ARTICLE 6

AMENDMENT AND TERMINATION

6.1 Amendment . Subject to any mandatory applicable restrictions under the Arrangement Provisions or the Final Order, this Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the American Creek Meeting, but prior to the Effective Date, be amended by the written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of the American Creek Shareholders.

6.2 Termination . Subject to section 6.3 below, this Agreement may at any time before or after the holding of the American Creek Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the American Creek Board without further action on the part of the American Creek Shareholders and nothing expressed or implied herein or in the Plan of Arrangement will be construed as fettering the absolute discretion by the American Creek Board to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

6.3 Cessation of Right . The right of American Creek or Stinger or any other party to amend or terminate the Plan of Arrangement pursuant to section 6.1 and section 6.2 above will be extinguished upon the occurrence of the Effective Date.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

ARTICLE 7 GENERAL

7.1 Notices . All notices which may or are required to be given pursuant to any provision of this Agreement will be given or made in writing and will be deemed to be validly given if served personally or by electronic transmission, addressed as follows:

in the case of American Creek or Stinger:

PO Box 70, Cardston, AB T0K 0K0

Attention: Darren Blaney; Email: [email protected].

in each case with a copy to:

K MacInnes Law Group, Suite 1100 – 736 Granville Street, Vancouver, British Columbia V6Z 1G3 Attention: Kathleen MacInnes; Email: [email protected].

7.2 Entire Agreement . This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties. For greater certainty, this Agreement supersedes in its entirety the Original Agreement and the Original Agreement will have no further force and effect upon execution of this Agreement by American Creek and Stinger.

7.3 Binding Effect . This Agreement and the Arrangement will be binding upon and will enure to the benefit of the parties and their respective successors and permitted assigns.

7.4 Assignment . Neither of the parties may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other.

7.5 Waiver . Any waiver or release of the provisions of this Agreement, to be effective, must be in writing and executed by the party granting such waiver or release.

7.6 Expenses . All expenses incurred by a party in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby will be borne by the party that incurred the expense or as otherwise mutually agreed by the parties.

7.7 Governing Law . This Agreement will be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

7.8 Time of Essence . Time is of the essence of this Agreement.

7.9 Counterparts . This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together constitute one and the same instrument. Execution of this Agreement electronically or manually, and the electronic delivery of this Agreement in counterparts will constitute valid delivery of the same.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

AMERICAN CREEK RESOURCES LTD.

per:

per:

“ Darren Blaney ” “ Rob Edwards ” Darren Blaney, CEO & President Rob Edwards, CFO

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020

EXHIBIT “I”

TO THE AMENDED AND RESTATED ARRANGEMENT AGREEMENT DATED AS OF THE 2[ND] DAY OF OCTOBER, 2020, BETWEEN AMERICAN CREEK RESOURCES LTD. AND STINGER RESOURCES INC.

PLAN OF ARRANGEMENT UNDER PART 9, DIVISION 5 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

ARTICE 1 DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Exhibit “I” - Plan of Arrangement , the following capitalized words and terms will have the following meanings:

(a) “ American Creek ” means American Creek Resources Ltd., a corporation existing under the laws of the Province of British Columbia;
(b) “ American Creek Board ” means the board of directors of American Creek;
(c) “ American Creek Class A Shares ” means the renamed and redesignated American Creek Shares as described in subsection 3.1(c)(i) of this Plan of Arrangement;
(d) “ American Creek Meeting ” means the special meeting of the American Creek Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;
(e) “ American Creek Optionholders ” means holders of the American Creek Options;
(f) “ American Creek Options ” means the options to acquire American Creek Shares that are outstanding immediately prior to the Effective Time;
(g) “ American Creek Replacement Option ” means an option to acquire a New American Creek Share to be issued by American Creek to a holder of an American Creek Option pursuant to subsection 3.1(e) of this Plan of Arrangement;
(h) “ American Creek Shareholder ” means a holder of American Creek Shares;
(i) “ American Creek Shares ” means the common shares without par value which American Creek is authorized to issue as the same are constituted on the date hereof;
(j) “ American Creek Warrantholders ” means holders of the American Creek Warrants;
(k) “ American Creek Warrants ” means the share purchase warrants of American Creek exercisable to acquire American Creek Shares that are outstanding immediately prior to the Effective Time;
(l) “ Arrangement ” means the arrangement pursuant to the Arrangement Provisions as contemplated by the provisions of the Arrangement Agreement and this Plan of Arrangement;
(m) “ Arrangement Agreement ” means the amended and restated arrangement agreement dated October 2, 2020, between American Creek and Stinger, to which this Exhibit “I” – Plan of Arrangement is attached, as such may be supplemented or amended from time to time;

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

(n)
“ Arrangement Provisions ” means Part 9, Division 5 of the BCBCA;
(o) “ Arrangement Resolution ” means the special resolution of the American Creek Shareholders to approve the Arrangement, as required by the Interim Order and the BCBCA, in substantially the form as set out in Schedule “A” attached hereto;
(p) “ Assets ” means:
(i) the three (3) mineral properties commonly referred to as the Dunwell Property, the Gold Hill Property and the D-1 McBride Property, as more particularly described in Schedule “B” attached hereto;
(ii) the optioned interests in the three (3) mineral properties commonly referred to as the Silver Side Property, the Ample Goldmax Property and the Glitter King Property, as more particularly described in Schedule “B” attached hereto;
(iii) 1,400,499 common shares of Tudor Gold Corp.;
(iv) $1,500,000 - $3,000,000 cash;
(v) the right to receive the Contingent Cash Payment;
(vi) the real property located at #92 – 2[nd] Avenue West, Cardston, Alberta T0K 0K0, and all leasehold improvements related thereto and office furniture, computers and other equipment therein; and
(vii) those certain vehicles as are more particularly described in Schedule “B” attached hereto;
(q)
“ BCBCA ” means the Business Corporations Act , S.B.C. 2002, c. 57, as amended;
(r) “ Business Day ” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;
(s) “ Contingent Cash Payment ” means 80% of the net proceeds (i.e., after deducting the sum payable to Stinger pursuant to section 4.5 of the Arrangement Agreement), that American Creek receives from the exercise of any American Creek Warrants after the Effective Date;
(t)
“ Court ” means the Supreme Court of British Columbia;
(u) “ Depositary ” means Olympia Trust Company, or such other depositary as American Creek may determine;
(v) “ Dissent Procedures ” means the rules pertaining to the exercise of Dissent Rights as set forth in Division 2 of Part 8 of the BCBCA and Article 5 of this Plan of Arrangement;
(w) “ Dissent Rights ” means the rights of dissent granted in favour of registered holders of American Creek Shares in accordance with Article 5 of this Plan of Arrangement;
(x)
“ Dissenting Share ” has the meaning given in subsection 3.1(b) of this Plan of Arrangement;
(y) “ Dissenting Shareholder ” means a registered holder of American Creek Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;
(z)
“ Effective Date ” will be the date of the closing of the Arrangement;

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

(aa) “ Effective Time ” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by American Creek and Stinger;
(bb) “ Final Order ” means the final order of the Court approving the Arrangement;
(cc) “ Final Proscription Date ” has the meaning given in section 6.4 of this Plan of Arrangement;
(dd) “ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee;
(ee) “ In the Money Amount ” at a particular time with respect to an American Creek Option, American Creek Replacement Option or Stinger Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;
(ff) “ Information Circular ” means the management information circular of American Creek, including all appendices attached thereto, to be sent to the American Creek Shareholders in connection with the American Creek Meeting, together with any amendments or supplements thereto;
(gg) “ Interim Order ” means the interim order of the Court providing advice and directions in connection with the American Creek Meeting and the Arrangement;
(hh) “ Letter of Transmittal ” means the letter of transmittal in respect of the Arrangement to be sent to American Creek Shareholders together with the Information Circular;
(ii) “ New American Creek Shares ” means a new class of voting common shares without par value which American Creek will create and issue as described in subsection 3.1(c)(ii) of this Plan of Arrangement and for which the American Creek Class A Shares will, in part, be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the American Creek Shares;
(jj) “ Olympia ” or “ Transfer Agent ” means Olympia Trust Company, the registrar and transfer agent of American Creek;
(kk) “ Plan of Arrangement ” means this plan of arrangement, as the same may be amended from time to time;
(ll) Section 3(a)(10) Exemption ” means the exemption from the registration requirements of the U.S. Securities Act set forth in section 3(a)(10) of the U.S. Securities Act;
(mm) “ Share Distribution Record Date ” means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the American Creek Shareholders entitled to receive New American Creek Shares and Stinger Spinout Shares pursuant to this Plan of Arrangement or such other date as the American Creek Board may select;
(nn) “ Stinger ” means Stinger Resources Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia;
(oo) “ Stinger Board ” means the board of directors of Stinger;
(pp) “ Stinger Incorporation Share ” means the one Stinger Share held by American Creek that was issued to American Creek on the incorporation of Stinger;

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

(qq) “ Stinger Options ” means share purchase options issued pursuant to the Stinger Stock Option Plan, including the Stinger Options to be issued pursuant to subsection 3.1(e) of this Plan of Arrangement;
(rr)
“ Stinger Shareholder ” means a holder of Stinger Shares;
(ss) “ Stinger Shares ” means the common shares without par value which Stinger is authorized to issue as the same are constituted on the date hereof;
(tt) “ Stinger Spinout Shares ” means the 45,000,000 Stinger Shares (or such other amount determined by the Stinger Board) to be issued to American Creek pursuant to section 3.1(a) of this Plan of Arrangement to complete the acquisition of the Assets and to be distributed to the American Creek Shareholders pursuant to the Arrangement Agreement and this Plan of Arrangement;
(uu) “ Stinger Stock Option Plan ” means the stock option plan to be adopted by Stinger pursuant to the Arrangement Agreement and this Plan of Arrangement, in substantially similar terms as the American Creek Stock Option Plan and may otherwise be modified, amended or restated as more particularly described in the Information Circular;
(vv) “ Tax Act ” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended;
(ww) “ TSXV ” means the TSX Venture Exchange Inc.; and
(xx) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

1.2 Interpretation Not Affected by Headings . The division of this Plan of Arrangement into articles, sections and subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms “ this Plan of Arrangement ”, “ hereof ”, “ hereunder ” and similar expressions refer to this Plan of Arrangement as a whole and not to any particular article, section or subsection and include any agreement or instrument supplementary or ancillary hereto.

1.3 Number and Gender . Unless the context otherwise requires, words importing the singular number only will include the plural and vice versa, words importing the use of either gender will include both genders and neuter and words importing persons will include firms and corporations.

1.4 Meaning . Words and phrases used herein and defined in the BCBCA will have the same meaning herein as in the BCBCA, unless the context otherwise requires.

1.5 Date for any Action . If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action will be required to be taken on the next succeeding Business Day.

1.6 Currency . All amounts of money which are referred to in this Plan of Arrangement are expressed in lawful money of Canada.

1.7 Accounting Matters . Unless otherwise stated, all accounting terms used in this Plan of Arrangement will have the meanings attributable thereto under IFRS, as applicable and all determinations of an accounting nature are required to be made will be made in a manner consistent with IFRS.

1.8 Reference to Legislation . References in this Plan of Arrangement to any statute or sections thereof will include such statute as amended or substituted and any regulations promulgated thereunder from time to time in effect.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

1.9 Governing Law . This Plan of Arrangement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.10 Schedules . The following schedules attached hereto are incorporated into and form an integral part of this Plan of Arrangement:

Schedule “A” – The Arrangement Resolution

Schedule “B” – The Assets

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 Arrangement Agreement . This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

2.2 Arrangement Effectiveness . The Arrangement and this Plan of Arrangement will become final and conclusively binding on American Creek, the American Creek Shareholders (including Dissenting Shareholders), American Creek Optionholders, American Creek Warrantholders and Stinger Shareholders at the Effective Time without any further act or formality as required on the part of any person, except as expressly provided herein.

ARTICLE 3 THE ARRANGEMENT

3.1 The Arrangement . On the Effective Date, the following will occur and be deemed to occur in the following chronological order without further act or formality, notwithstanding anything contained in the provisions attaching to any of the parties hereto, but subject to the provisions of Article 7 below:

(a) subject to obtaining the required approvals, American Creek will transfer all of the Assets to Stinger in consideration for the Stinger Spinout Shares. The central securities register of Stinger will be amended accordingly;
(b) each American Creek Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “ Dissenting Share ”) will be directly transferred and assigned by such Dissenting Shareholder to American Creek, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as American Creek Shareholders other than the right to be paid the fair value for their American Creek Shares by American Creek;
(c) the authorized share capital of American Creek will be altered by:
(i) renaming and redesignating all of the issued and unissued American Creek Shares as “ Class A common shares without par value ” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “ American Creek Class A Shares ”; and
(ii) creating a new class consisting of an unlimited number of “ common shares without par value ” with terms and special rights and restrictions identical to those of the American Creek Shares immediately prior to the Effective Time, being the “ New American Creek Shares ”;
(d) American Creek’s Notice of Articles will be amended to reflect the alterations in subsection 3.1(c);

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

(e) each American Creek Option then outstanding to acquire one American Creek Share will be transferred and exchanged for:
(i) one American Creek Replacement Option to acquire one New American Creek Share having an exercise price equal to the product of the original exercise price of the American Creek Option multiplied by the fair market value of a New American Creek Share at the Effective Time divided by the total of the fair market value of a New American Creek Share and the fair market value of 0.11973 of a Stinger Share at the Effective Time; and
(ii) one Stinger Option to acquire 0.11973 of a Stinger Share, each whole Stinger Option having an exercise price equal to the product of the original exercise price of the American Creek Option multiplied by the fair market value of 0.11973 of a Stinger Share at the Effective Time divided by the total of the fair market value of one New American Creek Share and 0.11973 of a Stinger Share at the Effective Time,

(f) each American Creek Warrant then outstanding will be deemed to be amended to entitle the American Creek Warrantholder to receive, upon due exercise of the American Creek Warrant, for the original exercise price:
(i) one New American Creek Share for each American Creek Share that was issuable upon due exercise of the American Creek Warrant immediately prior to the Effective Time; and
(ii) 0.11973 of a Stinger Share for each American Creek Share that was issuable upon due exercise of the American Creek Warrant immediately prior to the Effective Time;
(g) each issued and outstanding American Creek Class A Share outstanding on the Share Distribution Record Date will be exchanged for: (i) one New American Creek Share, and (ii) 0.11973 of a Stinger Spinout Share; the holders of the American Creek Class A Shares will be removed from the central securities register of American Creek as the holders of such and will be added to the central securities register of American Creek as the holders of the number of New American Creek Shares that they have received on the exchange set forth in this subsection 3.1(g); and the Stinger Spinout Shares transferred to the then holders of the American Creek Class A Shares will be registered in the name of the former holders of the American Creek Class A Shares and American Creek will provide Stinger and its registrar and transfer agent notice to make the appropriate entries in the central securities register of Stinger;
(h) the American Creek Class A Shares, none of which will be issued or outstanding once the exchange in subsection 3.1(g) above is completed, will be cancelled and the appropriate entries made in the central securities register of American Creek and the authorized share structure of American Creek will be amended by eliminating the American Creek Class A Shares, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New American Creek Shares will be equal to that of the American Creek Shares immediately prior to the Effective Time less the fair market value of the Stinger Spinout Shares distributed pursuant to subsection 3.1(g) above;
(i) the Stinger Incorporation Share issued to American Creek on incorporation will be cancelled for no consideration and as a result thereof:

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

(i) American Creek will cease to be, and will be deemed to have ceased to be, the holder of the Stinger Incorporation Share and to have any rights as a holder of the Stinger Incorporation Share; and
(ii) American Creek will be removed as the holder of the Stinger Incorporation Share from the central securities register of Stinger; and
(j) in the event that the number of outstanding American Creek Shares changes between the date hereof and the Effective Time, the fraction 0.11973 referred to in this Plan of Arrangement will be adjusted so that it is the fraction calculated by dividing the number of Stinger Spinout Shares by the number of outstanding American Creek Shares immediately prior to the Effective Time.

3.2 No Fractional Shares or Options . Notwithstanding any other provision of this Arrangement, no fractional Stinger Shares will be distributed to the American Creek Shareholders and no fractional Stinger Options will be distributed to the holders of American Creek Options, and, as a result, all fractional amounts arising under this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any Stinger Shares not distributed as a result of so rounding down will be cancelled by Stinger.

3.3 Share Distribution Record Date . In subsection 3.1(g) above, the reference to a holder of an American Creek Class A Share will mean a person who is an American Creek Shareholder on the Share Distribution Record Date, subject to the provisions of Article 5 below

3.4 Deemed Time for Share Exchange . In addition to the chronological order in which the transactions and events set out in section 3.1 will occur and will be deemed to occur, the time on the Effective Date for the exchange of American Creek Class A Shares for New American Creek Shares and Stinger Spinout Shares set out in subsection 3.1(g) will occur and will be deemed to occur immediately after the time of listing of the New American Creek Shares on the TSXV on the Effective Date.

3.5 Deemed Fully Paid and Non-Assessable Shares. All New American Creek Shares, American Creek Class A Shares and Stinger Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

3.6 Supplementary Actions . Notwithstanding that the transactions and events set out in section 3.1 above will occur and will be deemed to occur in the chronological order therein set out without any act or formality, each of American Creek and Stinger will be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in section 3.1 above, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options.

3.7 Withholding . Each of American Creek, Stinger and the Depositary will be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New American Creek Shares, Stinger Shares, American Creek Replacement Options or Stinger Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New American Creek Shares or Stinger Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance will be paid to the person forthwith.

3.8 No Liens . Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any liens, restrictions, adverse claims or other claims of third parties of any kind.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

3.9 U.S. Securities Law Matters . The Court will be advised that the Arrangement will be carried out with the intention that all securities issued and exchanged on completion of the Arrangement will be issued and exchanged in reliance on the Section 3(a)(10) Exemption.

ARTICLE 4 CERTIFICATES

4.1 American Creek Class A Shares . Recognizing that the American Creek Shares will be renamed and redesignated as American Creek Class A Shares pursuant to subsection 3.1(c)(i) above and that the American Creek Class A Shares will be exchanged partially for New American Creek Shares pursuant to subsection 3.1(g) above, American Creek will not issue replacement share certificates representing the American Creek Class A Shares.

4.2 Stinger Share Certificates . As soon as practicable following the Effective Date, American Creek or Stinger will deliver or cause to be delivered to the Depositary certificates representing the Stinger Shares required to be distributed to registered holders of American Creek Shares as at immediately prior to the Effective Time in accordance with the provisions of subsection 3.1(g) above, which certificates will be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of section 6.1 below.

4.3 New American Creek Share Certificates . As soon as practicable following the Effective Date, American Creek will deliver or cause to be delivered to the Depositary certificates representing the New American Creek Shares required to be issued to registered holders of American Creek Shares as at immediately prior to the Effective Time in accordance with the provisions of subsection 3.1(g) above, which certificates will be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of section 6.1 below.

4.4 Interim Period . Any American Creek Shares traded after the Share Distribution Record Date will represent New American Creek Shares as of the Effective Date and will not carry any rights to receive Stinger Shares.

4.5 Stock Option Agreements . The stock option agreements for the American Creek Options will be deemed to be amended by American Creek to reflect the adjusted exercise price of the American Creek Replacement Options, and Stinger will enter into stock option agreements for the Stinger Options issued pursuant to subsection 3.1(e) above.

ARTICLE 5 RIGHTS OF DISSENT

5.1 Dissent Right . Registered holders of American Creek Shares may exercise Dissent Rights with respect to their American Creek Shares in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in the Dissent Procedures, as they may be amended by the Interim Order, Final Order or any other order of the Court, and provided that such dissenting Shareholder delivers a written notice of dissent to American Creek at least two (2) Business Days before the day of the American Creek Meeting or any adjournment or postponement thereof.

5.2 Dealing with Dissenting Shares . American Creek Shareholders who duly exercise Dissent Rights with respect to their Dissenting Shares and who:

(a) are ultimately entitled to be paid fair value for their Dissenting Shares by American Creek will be deemed to have transferred their Dissenting Shares to American Creek for cancellation as of the Effective Time pursuant to subsection 3.1(b) above; or
(b) for any reason are ultimately not entitled to be paid for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a non-dissenting American Creek

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

Shareholder and will receive New American Creek Shares and Stinger Shares on the same basis as every other non-dissenting American Creek Shareholder;

but in no case will American Creek be required to recognize such persons as holding American Creek Shares on or after the Effective Date.

5.3 Reservation of Stinger Shares . If an American Creek Shareholder exercises Dissent Rights, American Creek will, on the Effective Date, set aside and not distribute that portion of the Stinger Spinout Shares which is attributable to the American Creek Shares for which Dissent Rights have been exercised. If the dissenting American Creek Shareholder is ultimately not entitled to be paid for their Dissenting Shares, American Creek will distribute to such American Creek Shareholder his, her or its pro rata portion of the Stinger Spinout Shares. If an American Creek Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then American Creek will retain the portion of the Stinger Spinout Shares attributable to such American Creek Shareholder and such shares will be dealt with as determined by the American Creek Board in its discretion.

ARTICLE 6 DELIVERY OF SHARES

6.1 Delivery of Shares.

(a) Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding American Creek Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder following the Effective Time, a certificate representing the New American Creek Shares and a certificate representing the Stinger Spinout Shares that such holder is entitled to receive in accordance with section 3.1 above.
(b) After the Effective Time and until surrendered for cancellation as contemplated by subsection 6.1(a) above, each certificate that immediately prior to the Effective Time represented one or more American Creek Shares will be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New American Creek Shares and a certificate representing the Stinger Spinout Shares that such holder is entitled to receive in accordance with section 3.1 above.

6.2 Lost Certificates . If any certificate that immediately prior to the Effective Time represented one or more outstanding American Creek Shares that were exchanged for New American Creek Shares and Stinger Spinout Shares in accordance with section 3.1 above, will have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the New American Creek Shares and Stinger Spinout Shares that such holder is entitled to receive in accordance with section 3.1 above. When authorizing such delivery of New American Creek Shares and Stinger Spinout Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered will, as a condition precedent to the delivery of such New American Creek Shares and Stinger Spinout Shares give a bond satisfactory to American Creek, Stinger and the Depositary in such amount as American Creek, Stinger and the Depositary may direct, or otherwise indemnify American Creek, Stinger and the Depositary in a manner satisfactory to American Creek, Stinger and the Depositary, against any claim that may be made against American Creek, Stinger or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

6.3 Distributions with Respect to Unsurrendered Certificates . No dividend or other distribution declared or made after the Effective Time with respect to New American Creek Shares or Stinger Spinout Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding American Creek Shares unless and until the holder of such certificate

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

will have complied with the provisions of either of section 6.1 or 6.2 above. Subject to applicable law and to section 3.7 above, at the time of such compliance, there will, in addition to the delivery of the New American Creek Shares and Stinger Spinout Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New American Creek Shares and/or Stinger Spinout Shares, as applicable.

6.4 Limitation and Proscription . To the extent that a former American Creek Shareholder will not have complied with the provisions of either of section 6.1 or 6.2 above, as applicable, on or before the date that is six (6) years after the Effective Date (the “ Final Proscription Date ”), then the New American Creek Shares and Stinger Spinout Shares that such former American Creek Shareholder was entitled to receive will be automatically cancelled without any repayment of capital in respect thereof and the New American Creek Shares and Stinger Spinout Shares to which such American Creek Shareholder was entitled, will be delivered to Stinger (in the case of the Stinger Spinout Shares) or American Creek (in the case of the New American Creek Shares) by the Depositary and certificates representing such New American Creek Shares and Stinger Spinout Shares will be cancelled by American Creek and Stinger, as applicable, and the interest of the former American Creek Shareholder in such New American Creek Shares and Stinger Spinout Shares or to which it was entitled will be terminated as of such Final Proscription Date.

6.5 Paramountcy . From and after the Effective Time: (i) this Plan of Arrangement will take precedence and priority over any and all American Creek Shares, American Creek Options and American Creek Warrants issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of American Creek Shares, American Creek Options, American Creek Warrants, Stinger, the Depositary and any transfer agent or other depositary therefor, will be solely as provided for in this Plan of Arrangement.

ARTICLE 7 AMENDMENTS & WITHDRAWAL

7.1 Amendments . American Creek, in its sole discretion, reserves the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any such amendment, modification or supplement must be contained in a written document that is filed with the Court and, if made following the American Creek Meeting, approved by the Court.

7.2 Amendments Made Prior to or at the American Creek Meeting . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by American Creek at any time prior to or at the American Creek Meeting with or without any prior notice or communication, and if so proposed and accepted by the American Creek Shareholders voting at the American Creek Meeting, will become part of this Plan of Arrangement for all purposes.

7.3 Amendments Made After the American Creek Meeting . Any amendment, modification or supplement to this Plan of Arrangement may be proposed by American Creek after the American Creek Meeting but prior to the Effective Time and any such amendment, modification or supplement which is approved by the Court following the American Creek Meeting will be effective and will become part of the Plan of Arrangement for all purposes.

Notwithstanding the foregoing, any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally by American Creek, provided that it concerns a matter which, in the reasonable opinion of American Creek, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of New American Creek Shares or Stinger Spinout Shares.

7.4 Withdrawal. Notwithstanding any prior approvals by the Court or by American Creek Shareholders, the American Creek Board may decide not to proceed with the Arrangement and to revoke the Arrangement Resolution at any time prior to the Effective Time, without further approval of the Court or the American Creek Shareholders.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Exhibit “I” – Plan of Arrangement

SCHEDULE “A” ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION OF THE AMERICAN CREEK SHAREHOLDERS THAT:

The arrangement (the “ Arrangement ”) under section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) involving American Creek Resources Ltd., a corporation existing under the laws of the Province of British Columbia (“ American Creek ”), its shareholders and Stinger Resources Inc., a corporation incorporated pursuant to the laws of the Province of British Columbia (“ Stinger ”), all as more particularly described and set forth in the management information circular (the “ Information Circular ”) of American Creek dated  , 2020 (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The plan of arrangement (the “ Plan of Arrangement ”), implementing the Arrangement, the full text of which is set out in Appendix “B” to the Information Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted.
The amended and restated arrangement agreement (the “ Arrangement Agreement ”) between American Creek and Stinger dated October 2, 2020, and all the transactions contemplated therein, the actions of the directors of American Creek in approving the Arrangement and the actions of the directors and officers of American Creek in executing and delivering the Arrangement Agreement and any amendments thereto are hereby confirmed, ratified, authorized and approved.
Notwithstanding that this resolution has been passed (and the Arrangement approved and agreed to) by the shareholders of American Creek or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of American Creek are hereby authorized and empowered, without further notice to, or approval of, the shareholders of American Creek:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement at any time prior to the Effective Time (as defined in the Arrangement Agreement).
Any one director or officer of American Creek is hereby authorized and directed, for and on behalf and in the name of American Creek, to execute and deliver, whether under the corporate seal of American Creek or otherwise, all such deeds, instruments, assurances, agreements, forms, waivers, notices, certificates, confirmations and other documents and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
(a) all actions required to be taken by or on behalf of American Creek, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by American Creek,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Schedule “A” to Exhibit “I” – Arrangement Resolution

SCHEDULE “B” THE ASSETS

Three properties currently owned by American Creek
(a) The Dunwell Property is located in British Columbia and is comprised of the following claims:
- (i) Mineral Tenures

Tenure Number	Tenure Name	Size(ha)
250741	M.M. #100	450.00
251711	REFER TO LOT TABLE	25.00
373705*	BEN ALI	25.00
373706*	FDR	450.00
545317*	BEN ALI FRACTION	18.09
545809*	CHAMPION9	18.10
556050*	DUNWELL 2	18.09
556054*	LULU	108.60
596543*	DUNWELL FRACTION	18.09
1019636*	LAKEVIEW A	36.19
1019637*	LAKEVIEW B	36.18
1023629*	--	126.60
1042958	GOLDSHOT	36.20
1042968	SILVERSHOT	54.29
1042970	SIVERBULL	144.80
1059246	DUNWELL SOUTH	54.315
1060236	SUNBEAM	18.0921
1060242	DUNWELL NEW	18.0981

* These mineral tenures are subject to a 2% net smelter return royalty, 1% of which may be purchased for $2,000,000.

(ii) Crown Granted Mineral Claims

Charge No.	Parcel Identifier	Legal Description	Mineral Claim Surveyed as
PL41217	015-261-298	District Lot 1384 Cassiar District	Little Pearl Fraction
PL41215	015-261-361	District Lot 1385 Cassiar District	Kootenay
PL41233	015-267-571	District Lot 1552 Cassiar District	Thelma
PL41202	015-267-792	District Lot 1553 Cassiar District	Black Bear
PL41234	015-267-865	District Lot 1554 Cassiar District	Tiger
PL41229	015-298-680	District Lot 1826 Cassiar District	Silver Bar No. 1
PL41230	015-269-850	District Lot 1827 Cassiar District	Silver Bar No. 2 Fraction
PL41231	015-269-876	District Lot 1828 Cassiar District	Silver Bar Fraction
PL41205	015-604-438	District Lot 2317 Cassiar District	Chicago No. 1
PL41206	015-604-454	District Lot 2318 Cassiar District	Chicago No. 2
PL41207	015-765-733	District Lot 2319Cassiar District	Chicago Fraction
PL41200	015-765-741	District Lot 2325 Cassiar District	Ben Bolt Fraction
PL41201	015-261-433	District Lot 2954 Cassiar District	Billy
PL41212	015-261-514	District Lot 2955 Cassiar District	Jane
PL41211	015-261-590	District Lot 2956 Cassiar District	Helen
PL41220	015-261-654	District Lot 2957 Cassiar District	Mabel
PL41213	015-261-701	District Lot 2958 Cassiar District	Jennie
PL41210	015-261-751	District Lot 2959Cassiar District	Go-Between Fraction
PL41225	015-269-761	District Lot 2960 Cassiar District	O.K. Fraction

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Schedule “B” to Exhibit “I” – The Assets

(ii) Crown Granted Mineral Claims ( cont… )

Charge No.	Parcel Identifier	Legal Description	Mineral Claim Surveyed as
PL41237	015-269-779	District Lot 2961 Cassiar District	Wolverine
PL41218	015-570-584	District Lot 402 Cassiar District	LuckyBoy
PL41216	015-570-592	District Lot 403 Cassiar District	LuckyChance
PL41228	015-563-308	District Lot 420 Cassiar District	Sadie
PL41224	015-563-448	District Lot 428 Cassiar District	Mosquito
PL41208	015-610-144	District Lot 4287 Cassiar District	Dunwell No. 2
PL41209	015-610-187	District Lot 4290 Cassiar District	Dunwell Fraction
PL41226	015-260-810	District Lot 436 Cassiar District	Olga
PL41222	015-260-836	District Lot 437 Cassiar District	Melba
PL41203	015-595-862	District Lot 4418 Cassiar District	Charles
PL41204	015-595-897	District Lot 4419Cassiar District	Charles No. 3 Fraction
PL41236	015-595-927	District Lot 4420 Cassiar District	Virginia
PL41235	015-658-154	District Lot 4476 Cassiar District	Victory
PL41194	015-607-089	District Lot 5252 Cassiar District	Alice No. 1
PL41197	015-607-135	District Lot 5253 Cassiar District	Alice No. 3
PL41195	015-607-151	District Lot 5257 Cassiar District	Alice No. 1 Fraction
PL41196	015-607-186	District Lot 5260 Cassiar District	Alice No. 2 Fraction
PL41227	015-774-031	District Lot 769Cassiar District	Rex
PL41193	015-774-066	District Lot 770 Cassiar District	Ajax
PL41198	015-773-949	District Lot 771 Cassiar District	Auto
PL41223	015-773-965	District Lot 772 Cassiar District	Minnie
PL41221	015-773-981	District Lot 773 Cassiar District	Maid of Erin
PL41214	015-580-881	District Lot 774 Cassiar District	Jumbo
PL41199	015-580-890	District Lot 775 Cassiar District	Ben Bolt
PL41232	015-765-709	District Lot 869Cassiar District	Sunbeam
PL41219	015-765-717	District Lot926 Cassiar District	Lulu

All of the above Crown Grant Mineral Claims are subject to a 0.5% net smelter return royalty which may be purchased for $500,000.

(b) The Gold Hill Property is located in British Columbia and is comprised of the following claims:

Tenure Number	Tenure Name	Size(ha)
505843	--	418.15
1028500	BOULDER	83.61
1028501	VERTICAL MOUNTAIN	146.30
1029131	WILDHORSE	188.09

Tenure Number	Tenure Name	Size(ha)
1018203	MCBRIDE D1	17.06
1027219	SLOW MO	17.05
1077834	GOLD HOLD	477.70
1077836	GOLD WOLF	1535.36
1077837	GOLD OWL	614.30

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Schedule “B” to Exhibit “I” – The Assets

Three optioned properties interests
(a) The Silver Side Property is optioned to American Creek pursuant to an option agreement between American Creek, Rich River Exploration Ltd. and Craig Alvin Lynes dated September 9, 2016, as amended and restated September 22, 2020, and is comprised of the following claims:

Tenure Number	Tenure Name	Size(ha)
1041537	SILVER SIDE	40.00
1043355	WEST SIDE SILVER	40.00
1043356	SILVER CLIFFS	110.98
1043357	SILVER CLIFF	80.02
1046505	SILVER SLOPE	79.98

(b) The Ample Goldmax Property is optioned to American Creek pursuant to an option agreement between American Creek, Rich River Exploration Ltd. and Craig Alvin Lynes dated September 14, 2016, as amended and restated September 22, 2020, and is comprised of the following claims:

Tenure Number	Tenure Name	Size(ha)
1033879	JUMBO	20.49
1034717	MAUD	20.49
1038518	BONANZA	81.96
1038519	--	40.98
1038523	GOLDMAX	81.96
1038524	--	20.49
1038525	GOLDEN CACHE	20.49
1038526	--	40.98
1040467	AMPLE-GOLDMAX	81.95
1040717	GOLDEN RUBY	40.98
1040741	GOLDEN WEDGE	81.95
1041915	AMPLE S E	20.49
1041916	CORNER POST	20.49
1041921	AMPLE-GOLDMAX	122.93
1042141	GOLDMAX-FILLION	40.98
1042956	EAGLE NEXT-BONANZA	245.84
1042987	GOLDMAX-GEM	40.99
1043019	SOUTHERN-BONANZA	40.99
1043022	RED LEDGE-GOLDMAX	81.94
1046664	--	20.49

(c) The Glitter King Property is optioned to American Creek pursuant to an option agreement between American Creek, Rich River Exploration Ltd. and Craig Alvin dated September 9, 2016, as amended and restated September 22, 2020, and is comprised of the following claims:

Tenure Number	Tenure Name	Size(ha)
1031790	SULPHIDE PIT	19.14
1031796	PYRITE PITT	19.14
1031806	RUSTY PITT	19.14
1032332	PYRITE CREEK	19.14
1032997	SOUTH PITT	19.14
1033510	SOUTH PYRITE	19.14
1046574	SPARKLE KING	229.62
1046618	GLITTER KING	957.00

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Schedule “B” to Exhibit “I” – The Assets

1,400,499 common shares of Tudor Gold Corp., 1,400,000 of which are subject to a voluntary hold period expiring February 16, 2021.
Minimum $1,500,000 and up to a maximum $3,000,000 cash.
The right to receive the Contingent Cash Payment.
The real property located at #92 – 2[nd] Avenue West, Cardston, Alberta T0K 0K0, and all leasehold improvements related thereto and office furniture, computers and other equipment therein as at the date of this Agreement.
The following vehicles:
(a) 2007 Toyota Tacoma
(b) 2017 Ford F250 (c) 2019 Honda 500 Rubicon Quad
(d) Miscellaneous exploration equipment

American Creek Resources Ltd. and Stinger Resources Inc. Amended and Restated Arrangement Agreement dated October 2, 2020 Schedule “B” to Exhibit “I” – The Assets

AI assistant

Stinger Resources Inc. Merger & Acquisition 2021

48042_rns_2021-02-25_ff3b39f5-bda5-4961-b75f-7262971350b3.pdf

AMENDED AND RESTATED ARRANGEMENT AGREEMENT

BETWEEN :

WHEREAS :

ARTICLE 1 DEFINITIONS, INTERPRETATION AND EXHIBIT

ARTICLE 2 ARRANGEMENT

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

ARTICLE 4 COVENANTS

ARTICLE 6

AMENDMENT AND TERMINATION

ARTICLE 7 GENERAL

AMERICAN CREEK RESOURCES LTD.