Pacific Booker Minerals Inc. Acknowledges Receipt of Hostile Offer
Pacific Booker Minerals Inc. Acknowledges
Receipt of Hostile Offer
Vancouver, British Columbia--(Newsfile Corp. - April 28, 2026) - Pacific Booker Minerals Inc. (TSXV:
BKM) (OTC Pink: PBMLF) ("
Pacific Booker
" or the "
Company
") acknowledges the filing of a takeover
bid circular by American Eagle Gold Corp. ("
American Eagle
") pursuant to which American Eagle has
commenced an unsolicited all-share takeover bid to acquire all of the issued and outstanding common
shares of Pacific Booker (the "
Hostile Bid
").
Shareholders do not need to take any action
The Company advises shareholders to take NO action at this time. The Company anticipates filing a
directors' circular on or about April 29, 2026, which will include the Board's formal recommendation to
shareholders in respect of the Hostile Bid.
The board of directors of the Company (the "
Board
") has formed a Special Committee of independent
directors (the "
Special Committee
") to advise the Board in relation to the Hostile Bid. The Special
Committee and Board note, as a preliminary matter, that the consideration offered by American Eagle of
1.41 common shares of American Eagle (with an implied value of approximately $1.59 based on the
closing price of American Eagle's shares on the TSX Venture Exchange on April 24, 2026) per common
share of Pacific Booker (which closed at $2.90 per common share on April 24, 2026) represents more
than a 45% discount, appearing to be highly opportunistic in light of the Company's high quality assets.
New Director
In addition to the above, the Company is pleased to announce that Jonathan McCullough has been
appointed as a director of the Company, subject to acceptance by the TSX Venture Exchange.
Mr. McCullough practiced corporate and securities law for over 35 years, with a focus on mergers and
acquisitions. He was a founding partner of McCullough O'Connor Irwin LLP and a partner at Bennett
Jones LLP until his retirement in 2025.
Advisors:
The Company has engaged RCI Capital Group Inc. as its financial advisor and Laurel Hill Advisory
Group as its strategic advisor and information agent in respect of the Hostile Bid. Shareholders who
have questions about the Hostile Bid may contact Laurel Hill Advisory Group at 1-877-452-7184 or by
email at
.
If you would like to be added to or removed from the email newsgroup, please send your request by
email to
.
We can be contacted by phone at 604 681-8556.
On Behalf of the Board of Directors
"John Plourde"
John Plourde, Director
Contact Information
John Plourde, CEO, President and Director
(604) 681-8556
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
This news release contains "forward-looking information" within the meaning of the applicable
Canadian securities legislation that is based on expectations, estimates, projections and
interpretations as at the date of this news release. Any statement that involves discussions with
respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always using phrases such as "expects", or
"does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or
variations of such words and phrases or stating that certain actions, events or results "may" or "could",
"would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and
may be forward-looking information and are intended to identify forward-looking information. Forward-
looking information in this news release includes, but is not limited to, statements regarding:
acceptance by the TSX Venture Exchange of Mr. McCullough's appointment as director of the
Company; and the Hostile Bid, including the timing to file a directors' circular and the Board's
recommendation to shareholders. This forward-looking information is based on reasonable
assumptions and estimates of management of the Company at the time such assumptions and
estimates were made, and involves known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Pacific Booker to be materially
different from any future results, performance or achievements expressed or implied by such forward-
looking information.
Such factors include, but are not limited to, the risks described in the Company's most recent
management discussion and analysis and those risks set out in the Company's other public
documents filed on SEDAR+ (
www.sedarplus.ca
) under Pacific Booker's issuer profile. Although the
Company believes that the assumptions and factors used in preparing the forward-looking information
in this news release are reasonable, undue reliance should not be placed on such information, which
only applies as of the date of this news release, and no assurance can be given that such events will
occur in the disclosed timeframes or at all. The Company disclaims any intention or obligation to
update or revise any forward-looking information, whether as a result of new information, future events
or otherwise, other than as required by law.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/294765