American Eagle Closes Top-Up Investment from South32
American Eagle Closes Top-Up Investment
from South32
Toronto, Ontario--(Newsfile Corp. - September 8, 2026) - American Eagle Gold Corp. (TSXV: AE)
("American Eagle" or the "Company") is pleased to announce that it has closed the previously
announced top-up investment by a wholly owned subsidiary of South32 Limited ("South32") (the
"Offering"), announced on August 17, 2026 (
view news release here
).
The Company issued 660,000 common shares ("Shares") at a price of C$1.09 per share for gross
proceeds of C$719,400. The Shares were issued under South32's top-up right in the investor rights
agreement dated November 26, 2024 (the "South32 IRA"), which entitles South32 to maintain its 19.9%
equity interest in the Company. The price was determined in accordance with the South32 IRA. No
warrants were issued and no finder's fees were paid in connection with the Offering.
Following completion of the Offering, South32 holds 40,991,069 Shares, representing approximately
19.9% of the issued and outstanding common shares of the Company on a non-diluted basis.
American Eagle will use the proceeds from the Offering for general corporate and working capital
purposes.
The Offering has received conditional acceptance from the TSX Venture Exchange and remains subject
to final acceptance. The Shares are subject to a statutory hold period expiring four months and one day
from the date of closing. A copy of the South32 IRA, which governs procedural matters relative to the
exercise of equity participation rights, 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 40,331,069 Shares, representing approximately
19.7% of the issued and outstanding Common Shares on a non-diluted basis, and as such, the Offering
constituted 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 relied 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 did not exceed 25% of the Company's market
capitalization.
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About American Eagle Gold Corp.
American Eagle is advancing the NAK copper-gold porphyry project in British Columbia's Babine
Porphyry District, located 4.5 km north of the Hearne Hill South Property. The Company is backed by
approximately $50 million in cash and four cornerstone strategic shareholders.
American Eagle is
currently conducting an approximately 55,000-metre drill program, expected to run through April 2027,
with three rigs operating continuously across the seasons. Approximately 80 drill holes are planned, and
the goal for the season is to significantly expand tonnage while both extending known high-grade zones
and discovering new ones. The Company is funded for multiple years from cash on hand, with the current
program designed to support future technical studies and demonstrate the viability of NAK as a mine
within the current metal cycle.
Anthony Moreau, Chief Executive Officer
416.644.1567 |
|
www.americaneaglegold.ca
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 the receipt of final
acceptance of the TSX Venture Exchange in respect of the Offering, the intended use of proceeds, the
Company's drill program or its anticipated results at the Company's NAK project, 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/313016