18:22:14 EDT Wed 08 May 2024
Enter Symbol
or Name
USA
CA



American Eagle Gold Corp
Symbol AE
Shares Issued 81,465,241
Close 2023-05-25 C$ 0.14
Market Cap C$ 11,405,134
Recent Sedar Documents

American Eagle closes $2.96-million financing with Teck

2023-05-25 16:30 ET - News Release

Mr. Anthony Moreau reports

AMERICAN EAGLE GOLD CLOSES C$2.96 MILLION FINANCING

American Eagle Gold Corp. has closed the previously announced strategic investment in the company by Teck Resources Ltd. (TSX: TECK.A) (TSX: TECK.B) (NYSE: TECK) through a structured charity flow-through financing on a private placement basis.

The company has issued 14.4 million common shares on a flow-through basis at a price of 20.5 cents per charity FT share for issue proceeds of approximately $2.96-million. Through a structured flow-through transaction, Teck subsequently acquired 14.4 million common shares of the company for an aggregate purchase price of $1.87-million, or 13 cents per common share.

Highlights:

  • The offering fully finances the American Eagle's 2023 drill program on NAK and provides the capital to advance its continuing exploration activities at the NAK copper-gold porphyry project located (the Nak project), near Smithers, B.C.
  • Drilling on American Eagle's NAK is expected to recommence in June.
  • No warrants or finders fees were issued in connection with the offering.

"We are thrilled to announce that we have successfully secured Teck's investment and obtained all the necessary permits, paving the way for our upcoming drill program in 2023. The timing of these developments couldn't be more favourable, and we anticipate that the investment community will soon recognize the immense potential of our NAK property, just as Teck, a prominent industry leader and expert, has. We are excited to have Teck's backing to advance work on the project, given the company's track record in exploration, and commitment to collaborative relationships to advance exploration projects," said Anthony Moreau, chief executive officer of American Eagle Gold.

American Eagle announced on May 10 it had received its five-year drill permit for the NAK project. The proceeds of the offering fully finances American Eagle's 2023 drill program. The primary objectives for this year's drill program will be to:

  • Follow up the 2022 drill program via east-west stepout drilling and begin to delineate the true size of this potential deposit;
  • Expand and better define the orientation and distribution of the higher-grade zones of dike-hosted bornite mineralization;
  • Expand the known footprint of the high-grade at-surface south gold zone; and
  • Stepout and investigate the highly prospective southern margin of the main Babine stock porphyry.

About the previous drilling

Historical drilling defined a large surface copper and gold footprint measuring 1,500 by 1,500 metres open in all directions. However, historical drilling had been restricted to the upper parts of the mineralized alteration zone, testing to an average vertical depth of only 170 m. American Eagle's 2022 drill program tested mineralization below the historical shallow drilling and discovered broad intercepts of bornite-bearing copper-gold porphyry mineralization.

Two thousand twenty-three's objective is to continue advancing the NAK property by expanding its known mineralized footprint and identifying the high-grade source of copper and gold on NAK.

About American Eagle's NAK project

NAK is a porphyry copper-gold target that exhibits many signs of a robust and large-scale system. Historical drilling, while shallow, defined a near-surface copper-gold system with a footprint greater than 1.5 km by 1.5 km. Drilling in 2022 showed that the property holds substantial deep potential but remains largely untested at depth, while near-surface mineralization potential was significantly larger than historically defined.

The NAK property is road accessible, and many target areas coincide with forest industry clear cuts. Drilling can be undertaken year-round, and no helicopter support is required. The NAK property is 85 kilometres from Smithers, B.C., in the Babine copper-gold porphyry district of west-central British Columbia. It lies close to past-producing mines (Bell, Granisle) and excellent infrastructure. NAK's highly encouraging initial results make it a prime candidate for further exploration. The company's main objective is to advance this newly revitalized prospect into a major discovery. Drilling is expected to commence in early June, 2023.

Closing details

Pursuant to the offering, a total of 14.4 million charity FT shares were issued on a charity flow-through basis. An amount equal to the gross proceeds from the issuance of the offering will be used to incur, on the company's Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) Canadian exploration expenses (as defined in the Income Tax Act), (ii) flow-through critical mineral mining expenditures (as defined in Subsection 127(9) of the Tax Act); and (iii) as a B.C. flow-through mining expenditure for purchasers in British Columbia. The qualifying expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the offering will be incurred on or before Dec. 31, 2024, and will be renounced by the company to the initial purchasers of the charity FT shares with an effective date no later than Dec. 31, 2023. In the event that the company is unable to renounce the issue price for the charity FT shares on or prior to Dec. 31, 2023, for each charity FT share purchased and/or if the qualifying expenditures are reduced by the Canada Revenue Agency, the company will as sole recourse for such failure to renounce, indemnify each initial purchaser for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the company's failure to renounce the qualifying expenditures as agreed.

No warrants are included in the offering, and no finders' fees or commissions were paid. The charity FT shares are subject to a statutory hold period of four months plus a day following the closing of the offering.

Following the issuance of the charity FT shares, Teck acquired the 14,400,400 common shares of American Eagle for an aggregate purchase price of $1.87-million, or 13 cents per common share. In connection with the offering, American Eagle and Teck entered into a letter agreement wherein Teck was granted certain investor rights for so long as Teck's ownership in American Eagle remains greater than 5.0 per cent of American Eagle's issued and outstanding common shares on a non-diluted basis. Such rights include Teck being granted equity participation rights to maintain its pro-rata ownership in the company and certain information rights relating to the NAK project.

Early warning disclosure

Upon closing of the offering, Teck now holds a total of 14.4 million common shares of American Eagle, amounting to approximately 15.0 per cent of American Eagle's issued and outstanding common shares on a non-diluted basis.

As a result of the completion of the offering on May 25, 2023, Teck acquired beneficial ownership and control of 14.4 million common shares at a price of 13 cents per common share, which represents approximately 15 per cent of the issued and outstanding common shares after the offering. Prior to the completion of the offering, Teck held no common shares. As a result of the offering, the amount of common shares beneficially held by Teck is now 14.4 million common shares, amounting to 15.0 per cent of the issued and outstanding common shares on a diluted and non-diluted basis.

Teck's purchase of the common shares was made for investment purposes. Teck may determine to increase or decrease its investment in American Eagle depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. A copy of the early warning report may be obtained from the contacts listed herein. Teck's head office is located at suite 3300 -- 550 Burrard St., Vancouver, B.C., V6C 0B3. A copy of Teck's early warning report may be obtained from Chris Stannell at 604-699-4368.

A copy of the early warning report in relation to the above offering will appear with American Eagle's filings on SEDAR. The disclosure in this news release under the heading early warning disclosure has been issued under the early warning provisions of applicable Canadian securities legislation.

About American Eagle Gold Corp.

American Eagle is focused on exploring its NAK project in the Babine copper-gold porphyry district of central British Columbia.

QP statement

Mark Bradley, BSc, MSc, PGeo, a certified professional geologist and qualified person for the purposes of Canada's National Instrument 43-101 -- Standards of Disclosure for Mineral Properties, has verified and approved the information contained in this news release.

We seek Safe Harbor.

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