American Eagle Gold and Orefinders Resources Announce Exploration Option Agreement and Call Option Agreement for American Eagle's NAK Project
American Eagle Gold and Orefinders
Resources Announce Exploration Option
Agreement and Call Option Agreement for
American Eagle's NAK Project
TORONTO
,
Oct. 13, 2022
/CNW/ - American Eagle Gold Corp. (TSXV: AE) ("
American Eagle
")
and Orefinders Resources Inc. (TSXV: ORX) ("
Orefinders
") are pleased to jointly announce that
they have entered into an option agreement (the "
Option Agreement
") and a call option agreement
(the "
Call Option Agreement
"), each dated
October 11, 2022
. Each such agreement pertains to a
20% interest (except the NSR as defined below) (the "
Interest
") in American Eagle's NAK Copper-
Gold Porphyry project (the "
Project
"), consisting of 5 mineral claims located northeast of
Smithers,
British Columbia
.
Terms of the Option Agreement
Pursuant to the Option Agreement, American Eagle, as optioner, granted Orefinders, as optionee,
an option to acquire the Interest in the Project. Consideration for acquiring the Interest is the
carrying out by Orefinders of an aggregate of
$1,000,000
in work obligations to enable the carrying
out of exploration work on the project by not later than
December 31, 2022
(the "
Work
Obligations
").
The
$1,000,000
in Work Obligations will be incurred primarily through third party-contractors
primarily for drilling, drill related work, geophysics, reports and sampling and all services in support
thereof but will also include all necessary maintenance and carrying costs including taxes or fees
levied by the Province of
British Columbia
or its agencies or the local municipality (but not sales
taxes or taxes on income or profits) relating to the Project. American Eagle shall be entitled to
charge a management fee equal to 5% of all such third party costs, which shall form part of the
Work Obligations. No partial interest in the Mining Claims will be earned by Orefinders until the Work
Obligations have been met completely. Orefinders may, at any time or times, accelerate the Work
Obligations prior to its due date in order to earn its Interest in the Project earlier.
The Interest in the Project is subject to two separate net smelter royalties on the Project. A 2% net
smelter royalty on the Project is payable to
Bernard Kreft
, which American Eagle has the right to buy
back half (50% of the aforementioned two percent thereof), at a price of
$1,500,000
. (the
"
NSR
"). The Interest in the Project is also subject to a 1% net smelter royalty on the project,
payable to
1302580 B
.C. LTD, which American Eagle has the right to buy back half (50% of the
aforementioned one percent thereof), at a price of
$1,000,000
.
Terms of the Call Option Agreement
Pursuant to the Call Option Agreement, Orefinders, as vendor, agreed to sell the Interest in the
Project to American Eagle, as purchaser, on the closing date. Such closing date to be on or before
thirty days after American Eagle has given notice to Orefinders of its desire to exercise its call
option (the "Closing Date"). Such call option is American Eagle's right to acquire the Interest at any
time after
February 28, 2023
but before
April 30, 2024
(the "
Call Option
"). The purchase price
payable by American Eagle to Orefinders for the Interest on the Closing Date is
$1,500,000
, which
may be paid, at the sole option of American Eagle, in cash or in common shares of American Eagle
("
American Eagle Shares
"). If paid in American Eagle Shares, the price per share shall be equal to
the 15 day VWAP of such shares on the TSX Venture Exchange (the "
Exchange
") ending three
business days prior to the Closing Date. The Interest is subject to the NSR.
The exercise of the Call Option and the completion of the transfer of Interest from Orefinders to
American Eagle at the Closing Date shall be subject to the prior approval of the Exchange. There is
no assurance that Exchange approval of the Call Option will be obtained.
Additional Information on the Transaction
The Option Agreement and Call Option Agreement involve "Non-Arm's Length Parties" as such term
is defined in the TSX Venture Exchange (the "
Exchange
") Policy 1.1, as
Stephen Stewart
and
Alex
Stewart
, directors of American Eagle, are also directors of Orefinders. In accordance with Policy
5.3 of the Exchange, the Option Agreement and the Call Option Agreement constitute a
"Reviewable Disposition" for American Eagle and A "Reviewable Acquisition" for Orefinders. The
Option Agreement and the Call Option Agreement are subject to acceptance by the Exchange.
No finders fees will be paid in connection with the Option Agreement and the Call Option Agreement.
About the Project
The Project is in the Babine Copper-Gold Porphyry District of
British Columbia
and is a classic
porphyry target that exhibits all the signs of a large copper-gold system. Copper-gold porphyry
mineralization at the Project is open in all directions. It is defined by a compelling geophysical
signature analogous to Newcrest's
Red Chris Mine
and Newmont's Saddle deposit located in
Northwest BC.
About American Eagle Gold Corp.
American Eagle trades under the AE symbol on the TSX Venture Exchange. American Eagle is
focused on exploring its NAK project in the Babine Copper-Gold Porphyry district in central British
Columbia.
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused exclusively on the Abitibi
Greenstone Belt. Orefinders is listed on the Toronto Venture Exchange under the symbol ORX.
Reader Advisory
Certain information set forth in this news release contains forward-looking statements or
information ("
forward-looking statements
)", including details about the business of American
Eagle and Orefinders. All statements in this news release, other than statements of historical facts,
that address events or developments that American Eagle and Orefinders expect to occur, are
forward-looking statements
including, but not limited to, the ability of Orefinders to earn the Interest
by the completion of the Work Obligation, or the exercise of the call option by American Eagle. By
their nature, forward-looking statements are subject to numerous risks and uncertainties, some
of
which are beyond
American Eagle and Orefinders
' 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
American Eagle and Orefinders
believe 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
American Eagle or Orefinders'
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,
neither American Eagle nor Orefinders 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 Inc. 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.
SOURCE
American Eagle Gold Corporation
View original content:
http://www.newswire.ca/en/releases/archive/October2022/13/c7574.html
%SEDAR: 00051688E
For further information:
American Eagle Gold Corp.: Anthony Moreau, Chief Executive Officer,
Phone: 416.644.1567, Email: [email protected]; Orefinders Resources Inc.: Stephen
Stewart, Chief Executive Officer, Phone: 416.644.1567, Email: [email protected]
CO: American Eagle Gold Corporation
CNW 06:00e 13-OCT-22