Mr. Anthony Moreau reports
AMERICAN EAGLE ANNOUNCES EXERCISE OF PARTICIPATION RIGHTS BY SOUTH32 AND TECK, UPDATES DETAILS OF RECENTLY ANNOUNCED FINANCING
Existing shareholders, a wholly owned subsidiary of South32 Ltd. and Teck Resources Ltd., have each elected to participate in American Eagle Gold Corp.'s previously announced non-brokered private placement.
Highlights:
- South32 and Teck will maintain their equity ownership in American Eagle Gold.
- Including Eric Sprott's private placement, American Eagle Gold's cash balance will increase by $34-million to more than $55-million upon close of this financing.
- Mr. Sprott, South32 and Teck are the sole participants in this financing.
- The average price per flow-through share is $1.18.
- American Eagle Gold will spend at least $34-million on drilling and exploration through the end of 2027.
- Due to unseasonably mild regional weather, the company expects to begin the 2026 drilling campaign earlier than previously planned.
- The drilling and exploration program will be released to investors shortly.
The company previously announced on Feb. 27, 2026, a financing for aggregate gross proceeds up to $34.54-million, consisting of approximately: (i) up to 19.2 million common shares to be issued on a premium flow-through basis at a price of $1.20 per flow-through share for proceeds of $23.04-million (the Sprott offering); and (ii) up to 14,935,065 common shares at a price of 77 cents per share for proceeds of up to $11.5-million (the concurrent offering).
The terms of the concurrent offering have been updated to be 9,650,550 flow-through shares at a price of $1.1319 per flow-through share for gross proceeds of $10,923,458 (hereafter, the concurrent offering and together with the Sprott offering, the offering). The aggregate gross proceeds from the offering are now expected to be $33,963,458.
Teck has agreed to maintain its 12.9-per-cent interest in the company through the acquisition of 3,797,058 common shares underlying the concurrent offering at a back-end price of 77 cents per share, and South32 has agreed to maintain its 19.9-per-cent interest in the company through the acquisition of 5,853,492 common shares underlying the concurrent offering at a back-end price of 77 cents per share.
"We are ecstatic that both South32 and Teck will maintain their ownership stakes in American Eagle Gold. Having two major miners continue to invest in us is a strong vote of confidence in our company and the Nak project. With over $55-million in the treasury after closing, we will have one of the strongest balance sheets in the junior mining industry, allowing us to deploy the proper resources to continue unlocking shareholder value. Our plan is to execute the largest drill program ever undertaken in the region, with rigs operating continuously well into the spring of 2027. Our goal for 2026 is to prove that Nak can be a mine in this current metals cycle and demonstrate why it should be considered as one of the best undeveloped copper-gold porphyry projects in the country. We very much look forward to unveiling our plan for all investors to see in the not-so-distant future and putting this new influx of cash to immediate use," said Anthony Moreau, chief executive officer of American Eagle.
As previously announced, Mr. Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned and controlled by him, has agreed to acquire an approximate 9.5-per-cent equity interest in the company (assuming the maximum offering amount) through the purchase of 19.2 million common shares underlying the Sprott offering at a back-end price of 77 cents per share. The investment represents $23.04-million of the Sprott offering gross proceeds.
American Eagle will use the proceeds from the offering to thoroughly test its thesis at Nak and build on the successes of its 2024 and 2025 drill programs, which expanded Nak's scale and identified additional high-grade zones.
The flow-through shares will qualify as flow-through shares within the meaning of the Income Tax Act (Canada). An amount equal to the gross proceeds from the issuance of the flow-through shares 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 tax act); (ii) flow-through critical mineral mining expenditures (as defined in Subsection 127(9) of the tax act); and (iii) British Columbia flow-through mining expenditures for purchasers in British Columbia (collectively, the qualifying expenditures). The qualifying expenditures, in an aggregate amount not less than the gross proceeds raised from the issuance of the flow-through shares, will be incurred on or before Dec. 31, 2027, and will be renounced by the company to the initial purchasers of the flow-through shares with an effective date no later than Dec. 31, 2026. In the event that the company is unable to renounce the full issue price of the flow-through shares on or prior to Dec. 31, 2026, and/or if the qualifying expenditures are reduced by the Canada Revenue Agency, the company will 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.
Upon closing this offering (assuming both the Sprott offering and concurrent offering are completed), American Eagle will have over $55-million in cash on its balance sheet, and the company will be fully financed for substantial drill program expansions in 2026 and 2027.
No warrants are included in the offering. The company will pay a commission or finder's fee of up to 1 per cent in connection with the offering. Closing of the offering is expected to occur on or about March 20, 2026, subject to satisfaction of the closing conditions for the benefit of the parties, the receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. The flow-through shares and underlying common shares will be subject to a statutory hold period of four months plus one day following the closing date.
About American Eagle's Nak project
The Nak project lies within the Babine copper-gold porphyry district of central British Columbia. It has excellent infrastructure through all-season roads and is close to the towns of Smithers, Houston and Burns Lake, B.C., which lie along a major rail line and Provincial Highway 16. Historical drilling and geophysical, geological and geochemical work at Nak, which began in the 1960s, tested only to shallow depths. Still, the work revealed a very large near-surface copper-gold system that measures over 1.5 kilometres by 1.5 kilometres. Drilling completed by American Eagle in 2022, 2023 and 2024 returned significant intervals of high-grade copper-gold mineralization that reached beyond and much deeper than the historical drilling, indicating that zones of near-surface and deeper mineralization, locally with considerably higher grades, exist within the broader Nak property mineralizing system. American Eagle Gold completed an aggressive 31,500-metre drill program in 2025 designed to expand and improve the mineral footprint.
About American Eagle Gold Corp.
American Eagle is focused on exploring its Nak copper-gold porphyry project in west-central British Columbia, Canada.
Qualified person statement
Mark Bradley, BSc, MSc, PGeo, a certified professional geologist and qualified person for the purposes of 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.
© 2026 Canjex Publishing Ltd. All rights reserved.