American Eagle Announces Exercise of Participation Rights by South32 and Teck, Updates Details of Recently Announced Financing
American Eagle Announces Exercise of
Participation Rights by South32 and Teck,
Updates Details of Recently Announced
Financing
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.
Eric Sprott, South32 and Teck are the sole participants in this financing.
The average price per FT Share is C$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.
Toronto, Ontario--(Newsfile Corp. - March 11, 2026) - American Eagle Gold Corp. (TSXV: AE)
(OTCQB: AMEGF) ("American Eagle" or the "Company") is pleased to announce that existing
shareholders, a wholly-owned subsidiary of South32 Ltd ("South32") and Teck Resources Limited
("Teck"), have each elected to participate in the Company's previously announced non-brokered private
placement.
The Company previously announced on February 27, 2026 a financing for aggregate gross proceeds up
to C$34,540,000, consisting of approximately: (i) up to 19,200,000 common shares to be issued on a
premium flow-through basis (each, a "FT Share") at a price of C$1.20 per FT Share for proceeds of
C$23,040,000 (the "Sprott Offering"); and (ii) up to 14,935,065 common shares at a price of C$0.77 per
share for proceeds of up to C$11,500,000 (the "Concurrent Offering").
The terms of the Concurrent Offering have been updated to be 9,650,550 FT Shares at a price of
C$1.1319 per FT Share for gross proceeds of C$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 C$33,963,458.
Teck has agreed to maintain its 12.9% interest in the Company, through the acquisition of 3,797,058
common shares underlying the Concurrent Offering at a back-end price of $0.77 per share, and South32
has agreed to maintain its 19.9% interest in the Company, through the acquisition of 5,853,492 common
shares underlying the Concurrent Offering at a back-end price of $0.77 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, CEO, American Eagle.
As previously announced, Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned
and controlled by him, has agreed to acquire an approximate 9.5% equity interest in the Company
(assuming the maximum Offering amount), through the purchase of 19,200,000 common shares
underlying the Sprott Offering at a back-end price of $0.77 per share. The investment represents
C$23,040,000 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 FT Shares will qualify as "flow-through shares" within the meaning of the
Income Tax Act
(Canada)
(the "Tax Act"). An amount equal to the gross proceeds from the issuance of the FT 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)
"BC 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 FT Shares, will be incurred on or before December 31, 2027 and will be
renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than
December 31, 2026. In the event that the Company is unable to renounce the full issue price of the FT
Shares on or prior to December 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 C$55 million in cash on its balance sheet, and the Company will be fully
funded 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%
in connection with the Offering.
Closing of the Offering is expected to occur on, or about, March 20, 2026
(the "Closing Date"), 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 FT
Shares and underlying common shares will be subject to a statutory hold period of four months plus a
day following the Closing Date.
This news 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 any jurisdiction in which such offer, solicitation or sale would be
unlawful. 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 the securities laws of any state of the United States,
and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons
(as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities
Act and applicable state securities laws or an exemption from such registration requirements.
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. American Eagle
Gold completed an aggressive 31,500 metre drill program in 2025 designed to expand and improve the
mineral footprint.
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About American Eagle Gold Corp.
American Eagle is focused on exploring its NAK copper-gold porphyry project in west-central British
Columbia, Canada.
American Eagle Gold Corp
Toronto, Ontario
Anthony Moreau, Chief Executive Officer
416.644.1567
www.americaneaglegold.ca
Q.P. Statement
Mark Bradley, B.Sc., M.Sc., P.Geo., 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.
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 receipt of regulatory approval,
including the approval of the TSX Venture Exchange, to complete the Offering, 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, the expected
Closing Date, 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. The
Company 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 the Company. Additional information identifying risks and uncertainties
is contained in filings by the Company with Canadian securities regulators, which filings are available
under the 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/288076