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American Eagle Gold Corp
Symbol AE
Shares Issued 205,745,761
Close 2026-11-11 C$ 0.86
Market Cap C$ 176,941,354
Recent Sedar+ Documents

American Eagle holder South32 exercises top-up right

2026-11-12 14:29 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 its top-up right to maintain its 19.9-per-cent equity interest in American Eagle Gold Corp., as provided for under the investor rights agreement (IRA) between the company and South32 dated Nov. 26, 2024.

The company will issue 50,000 common shares at a price of 92.53 cents per share, for gross proceeds of $46,265. 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.

"We appreciate South32's financial support of American Eagle and the Nak project. We are fully funded and on track to deliver our 50,000-metre drill program at Nak. We look forward to updating the market on drill results soon, and we're excited to have just begun our long-awaited metallurgical work. With the support of strategic shareholders (including South32) and a strong treasury, we are well positioned to continue advancing Nak," said Anthony Moreau, chief executive officer of American Eagle. 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 Dec. 4, 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, through its wholly owned subsidiary, holds 40,991,069 shares, representing approximately 19.9 per cent of the issued and outstanding shares on a non-diluted basis. Upon closing of the offering, South32 will hold 41,041,069 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, supported by shareholders including 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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