American Eagle Announces Warrant Extension
American Eagle Announces Warrant Extension
Toronto, Ontario--(Newsfile Corp. - April 27, 2023) -
American Eagle Gold Corp.
(TSXV: AE)
("
American Eagle
" or the "
Company
") announces that it has applied to the TSX Venture Exchange (the
"
TSXV
") to extend the expiry dates of common share purchase warrants (the "
Warrants
") issued by the
Company on May 3, 2021 in connection with the listing of the Company on the TSX Venture Exchange
(the "
Originating Transaction
").
The amendments to the expiry dates of the Warrants is set out in the table below:
Date of Issuance
Number of Warrants
Outstanding
Original Expiry Date
Amended Expiry Date
Exercise Price (not
amended)
May 3, 2021
8,833,074
May 3, 2023
May 3, 2024
$0.30
The amended expiry date for the Warrants are subject to acceleration in the event that the volume
weighted average trading price of the Common Shares of the Company (or the shares of a successor
entity) on the TSX Venture Exchange is at least $0.40 for a minimum of 10 consecutive trading days
(whether or not trading occurs on all such days), the Company may, in its sole discretion issue a news
release announcing that the exercise period has been reduced to 30 days following the date of the
issuance of such news release (the "
Accelerated Expiry Date
"). If such news release is issued, all
warrants that are not exercised prior to 5:00 p.m. Toronto, Ontario time on the Accelerated Expiry Date
will expire immediately after such time on the Accelerated Expiry Date.
The proposed amendment of the Warrants is subject to the approval of the TSXV.
Certain of the Warrants are held by parties who are considered to be "related parties" of the Company
(such warrants, the "
Related Party Warrants
"). Therefore, the amendment of the Related Party
Warrants constitutes a "related party transaction" as contemplated by Multilateral Instrument 61-101
Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of
Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and
minority approval requirements provided for by these guidelines can be relied upon because neither the
fair market value of the Related Party Warrants nor the fair market value of the consideration paid for the
Related Party Warrants exceeds 25% of the market capitalization of the Company. A material change
report in respect of this related party transaction will be filed by the Company.
Holders of Warrants will not receive an amended Warrant certificate, and will be required to submit their
original Warrant certificate in order to exercise Warrants.
Anthony Moreau, Chief Executive Officer
Phone:
416.644.1567
Email:
www.americaneaglegold.ca
Forward-Looking Statements
Certain information set forth in this news release contains forward-looking statements or information
("forward-looking statements)", including details about the business of the Company. All statements in
this news release, other than statements of historical facts, that address events or developments that the
Company expects to occur, are forward-looking statements including, but not limited to, the receipt of
TSXV approval for the warrant extension, the occurrence of an event that triggers an Accelerated Expiry
date, and the potential exercise by the board of directors of the Company of the acceleration option if
triggered. By their nature, forward-looking statements are subject to numerous risks and uncertainties,
some of which are beyond the Company's control, including the impact of general economic conditions,
industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational
risks, competition from other industry participants, stock market volatility. Although the Company
believes that the expectations in its forward-looking statements are reasonable, its forward-looking
statements have been based on factors and assumptions concerning future events which may prove to
be inaccurate. Those factors and assumptions are based upon currently available information. Such
statements are subject to known and unknown risks, uncertainties and other factors that could influence
actual results or events and cause actual results or events to differ materially from those stated,
anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place
undue reliance on the forward-looking statements, as no assurance can be provided as to future results,
levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could
affect actual results are discussed in the Company's public disclosure documents available at
www.sedar.com.. Furthermore, the forward-looking statements contained in this document are made as
of the date of this document and, except as required by applicable law, the Company does not undertake
any obligation to publicly update or to revise any of the included forward-looking statements, whether as
a result of new information, future events or otherwise. The forward-looking statements contained in this
document are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts 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/163986