American Eagle Announces Additional Investment from South32
American Eagle Announces Additional
Investment from South32
Toronto, Ontario--(Newsfile Corp. - June 5, 2025) - American Eagle Gold Corp. (TSXV: AE) (OTCQB:
AMEGF) ("American Eagle" or the "Company") is pleased to announce that a wholly owned subsidiary
of South32 Limited ("South32") has elected to exercise its 'top-up right' to maintain its 19.9% equity
interest in the Company, as provided under the investor rights agreement dated November 26, 2024 (the
"South32 IRA").
The election follows American Eagle's recent share issuances in connection with completing its option to
acquire 100% of the NAK copper-gold project (
view here
). To facilitate South32's participation, the
Company will issue 1,156,000 charity flow-through common shares ("Charity FT Shares") at a price of
C$0.71 per share, for total gross proceeds of approximately C$820,000. South32 participated as an
end buyer in the financing and purchased the shares from the initial subscriber of Charity FT Shares at a
discount to the issue price.
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 this issuance.
"South32's continued support speaks to the quality of the NAK project and the work our team has done,"
said Anthony Moreau, CEO of American Eagle Gold. "We've planned a bold drill program to grow the
size and grade of the deposit. American Eagle is well capitalized with over $36 million and we are in a
strong position to move NAK forward and show its potential. We expect 2025 to be a pivotal year, with
steady drill results throughout."
Click to View Plan Map with NAK Planned Drill Locations
The Charity FT Shares will qualify as "flow-through shares" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada) (the "Tax Act"). An amount equal to the gross proceeds from the issuance
of the Charity FT Shares will be used to incur eligible resource exploration expenses which will qualify as
(i) "Canadian exploration expenses" (as defined in the Tax Act), and (ii) as "flow-through critical mineral
mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the "Qualifying
Expenditures"). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised
from the issue of the Charity FT Shares will be incurred (or deemed to be incurred) by the Company on
or before December 31, 2026 and will be renounced by the Company to the initial purchasers of the
Charity FT Shares with an effective date no later than December 31, 2025.
Closing of the Offering is expected to occur on or before June 11, 2025, subject to the satisfaction of
certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory
approvals and acceptance of the TSX Venture Exchange. A copy of each the South32 IRA governing
procedural matters relative to the exercise of equity participation rights under the South32 IRA is
available on the Company's SEDAR+ profile.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in the United States. The securities have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or
any state securities laws and may not be offered or sold within the United States or to, or for the account
or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered
under the U.S. Securities Act and applicable state securities laws or an exemption from such registration
is available.
MI 61-101 and TSXV Policy 5.9 Disclosure
Prior to the completion of the Offering, South32 held 33,321,577 Shares, representing approximately
19.4% of the issued and outstanding Common Shares on a non-diluted basis, and as such, the
proposed Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company
intends to rely on exemptions from the formal valuation and minority shareholder approval requirements
under subsections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the Offering will not exceed 25% of
the Company's market capitalization.
Non-Core Royalty Sale Update
The Company is pleased to announce that the share repurchase and partial sale of the Company's non-
core royalty in the Kuta Ridge Gold Project, as previously announced on May 9, 2025 (
see here
), has
closed.
The 500,000 shares of American Eagle Gold received in the sale are in the process of being
cancelled and returned to treasury.
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 1960's, tested only to
shallow depths. Still, the work revealed a very large near-surface copper-gold system that measures over
1.5 km x 1.5 km. 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.
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About American Eagle Gold Corp.
American Eagle is dedicated to advancing its NAK copper-gold porphyry project in west-central British
Columbia, Canada. The Company benefits from over $36 million in cash, bolstered by two strategic
investors formed in the past two years with Teck Resources and South32. With substantial financial and
technical resources, American Eagle Gold is well-positioned to drill, de-risk, and define the full potential
of the NAK Copper-Gold porphyry project.
Anthony Moreau, Chief Executive Officer
416.644.1567
www.americaneaglegold.ca
Forward-Looking Statements
Certain information in this press release may contain forward-looking statements. Forward-looking
statements in this press release include, but are not limited to, statements regarding whether the
Company will be able to complete the Offering as anticipated, the satisfaction of closing conditions, the
receipt of regulatory approval, including the approval of the TSX Venture Exchange, to complete the
Offering, the estimated closing date, the intended use of proceeds and intended drill program or its
anticipated results at the Company's NAK project, the ability of the Company to make the qualifying
expenditures as anticipated by management, and other matters ancillary or incidental to the foregoing.
This information is based on current expectations that are subject to significant risks and uncertainties
that are difficult to predict. Therefore, actual results might differ materially from those suggested in
forward-looking statements. American Eagle Gold Corp. assumes no obligation to update the forward-
looking statements or to update the reasons why actual results could differ from those reflected in the
forward-looking statements unless and until required by securities laws applicable to American Eagle
Gold Corp. Additional information identifying risks and uncertainties is contained in filings by American
Eagle Gold Corp. with Canadian securities regulators, which filings are available under American Eagle
Gold Corp. profile at
www.sedarplus.ca
.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
the TSX Venture Exchange policies) accept responsibility for the adequacy or accuracy of this
release.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/254495