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American Eagle Gold Corp
Symbol AE
Shares Issued 204,922,630
Close 2026-08-14 C$ 1.23
Market Cap C$ 252,054,835
Recent Sedar+ Documents

American Eagle obtains $719,400 investment from South32

2026-08-17 11:37 ET - News Release

Mr. Anthony Moreau reports

AMERICAN EAGLE ANNOUNCES TOP-UP INVESTMENT FROM SOUTH32 TO MAINTAIN 19.9% OWNERSHIP INTEREST

A wholly owned subsidiary of South32 Ltd. has elected to exercise American Eagle Gold Corp.'s top-up right to maintain its 19.9-per-cent equity interest in the company, as provided for under the investor rights agreement between the company and South32 dated Nov. 26, 2024.

The company will issue 660,000 common shares at a price of $1.09 per share, for gross proceeds of $719,400. The price was determined in accordance with the South32 IRA. No warrants will be issued, and no finders' fees will be paid in connection with the offering.

"South32's continued support speaks to the quality of the NAK project and the work our team has put in," said Anthony Moreau, chief executive officer of American Eagle. "We are in the middle of our largest drill program to date, designed to grow both the size and the grade of the deposit. With more than $50-million in the treasury, American Eagle is well capitalized to advance NAK and prove out its full potential. We expect 2026 to be a pivotal year, with a steady flow of drill results carrying into 2027. Additional assays are expected imminently, and we look forward to building the NAK story throughout what we believe will be a transformational year."

The company intends to use the proceeds of the offering for general corporate and working capital purposes.

The shares issued under the offering will be subject to a statutory hold period of four months and one day from the date of closing, in accordance with applicable Canadian securities laws.

Closing of the offering is expected to occur on or before Aug. 28, 2026, subject to the satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals and the acceptance of the TSX Venture Exchange. A copy of the South32 IRA, which governs the procedural matters relating to the exercise of equity participation rights, is available under the company's profile on SEDAR+.

Multilateral Instrument 61-101 and TSX-V Policy 5.9 disclosure

As at the date of this news release, South32 holds 40,331,069 shares, representing approximately 19.7 per cent of the issued and outstanding shares on a non-diluted basis. Upon closing of the offering, South32 will hold 40,991,069 shares, representing approximately 19.9 per cent of the issued and outstanding shares on a non-diluted basis. South32 is therefore a related party of the company, and the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements set out in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the shares to be issued under the offering, nor the consideration to be received by the company, exceeds 25 per cent of the company's market capitalization.

About American Eagle Gold Corp.

American Eagle Gold is focused on advancing its NAK copper-gold porphyry project in central British Columbia, Canada. With substantial financial resources, strong strategic backing from South32, Teck, Eric Sprott and Ore Group, and a growing technical foundation at NAK, the company is positioned to pursue district-scale value creation in one of Canada's most important copper-gold belts.

We seek Safe Harbor.

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