American Eagle Gold Commences Unsolicited Offer for Pacific Booker Minerals
American Eagle Gold Commences Unsolicited
Offer for Pacific Booker Minerals
Highlights:
Compelling offer:
Pacific Booker shareholders will receive 1.41 American Eagle common
shares for each Pacific Booker share held.
Lake Babine Nation support:
American Eagle has the support of Lake Babine Nation to pursue
the acquisition and reset engagement on the Morrison Project.
District-scale consolidation:
Combines the NAK and Morrison Projects into a unified Babine
District platform with strong regional development potential.
Strong balance sheet and backing:
American Eagle has $55 million in cash and strategic
shareholders that include South32, Teck, Eric Sprott and Ore Group.
Technical and strategic upside:
Morrison Project adds a defined resource base with advanced
testwork and technical studies, while the NAK Project contributes exploration upside, emerging
higher-grade zones, and scale.
Clearer path for shareholders:
The Offer provides Pacific Booker shareholders with liquidity,
meaningful participation in an active catalyst driven public vehicle, and exposure to a better-
capitalized and more credible regional developer.
Toronto, Ontario--(Newsfile Corp. - April 14, 2026) -
American Eagle Gold Corp.
(TSXV: AE)
("
American Eagle
" or the "
Company
") announced today that it has commenced an offer (the "
Offer
") to
acquire all of the issued and outstanding common shares of Pacific Booker Minerals Inc. (TSXV: BKM)
("
Pacific Booker
") in exchange for 1.41 common shares of American Eagle (the "
American Eagle
Shares
") for each Pacific Booker share.
The Offer values Pacific Booker at C$1.76 per share and represents a premium of 31% to Pacific
Booker shareholders based upon the closing prices on April 13, 2026, being the trading day
immediately prior to this announcement. The Offer implies a total equity value of approximately C$31
million on a fully diluted, in-the-money basis, and Pacific Booker shareholders are expected to own
approximately 10% of the combined entity upon completion of the transaction.
"Lake Babine Nation supports American Eagle's proposed acquisition of the Morrison Project and
under American Eagle's leadership, would welcome the opportunity for a constructive reset in
engagement on Morrison. American Eagle has built trust with Lake Babine Nation through consistent
communication and collaborative consultation," said Chief Wilf Adam of Lake Babine Nation.
Anthony Moreau, CEO of American Eagle, commented, "We appreciate the relationship we have built
with Lake Babine Nation and the trust reflected in its willingness to continue to engage with us. Our Offer
provides Pacific Booker shareholders with the opportunity to participate in a well-capitalized company
with momentum, strong backing, meaningful stakeholder relationships and a modern strategy to unlock
value in the Babine District."
The most important factor in American Eagle’s decision to pursue the proposed acquisition of Pacific
Booker and assume ownership of the Morrison Project is the formal support expressed by the Lake
Babine Nation for American Eagle’s involvement. The Morrison Project is located within Lake Babine
Nation’s traditional territory. In its May 13, 2024 news release, Pacific Booker stated that “The Company
believes that it has exhausted all options with any chance of placing its wholly owned Morrison Project
into production and is left with exploring all avenues of legal recourse against the Province and the Lake
Babine Nation.”
Full details of the Offer, including the terms, conditions, expiry time and procedures for tendering shares,
are set out in the offer to purchase and take-over bid circular and related documents (collectively, the
"
Offer Documents
").
For further information visit
www.PacificBookerShareholders.com
.
STRATEGIC RATIONALE
American Eagle believes the Offer presents a compelling opportunity for Pacific Booker shareholders
for several reasons:
1
.
A New Path Forward for the Morrison Project
American Eagle believes the Morrison Project requires a reset, given that it has effectively been on
hold for over 13 years since the failed permitting exercise in 2012. In the Company's view, the
historical development strategy no longer reflects current realities, including changes in capital
costs, permitting expectations, Indigenous engagement, project design, and regional development
strategy.
American Eagle believes the value of the Morrison Project is significantly enhanced if repositioned
as part of an integrated Babine District strategy rather than advanced as a stranded standalone
asset.
2
.
District-Scale Synergies with the NAK Project
The Offer would combine the Morrison Project with American Eagle's nearby NAK copper-gold
Project, creating a consolidated regional development platform in the Babine District.
American Eagle believes a combined Morrison-NAK strategy has the potential to create
meaningful value through:
shared infrastructure and support facilities;
optimized and potentially accelerated sequencing of development;
coordinated permitting and technical work;
improved capital allocation across both assets; and
long-term regional scale exploration and development activities capable of supporting a
multigenerational mining operation.
3
.
Stronger Stakeholder Relationships and Social License
American Eagle believes constructive relationships with Indigenous communities and local
stakeholders are essential to responsible project advancement in British Columbia.
The Company has the support of Lake Babine Nation to pursue the acquisition of Pacific Booker
and assume ownership of the Morrison Project.
American Eagle intends to continue to work collaboratively with Lake Babine Nation and other
stakeholders on the future of the Morrison Project through consistent consultation, practical
engagement, and solutions-oriented project planning.
4
.
Financial Capacity and Developer-Scale Capability
American Eagle has $55 million in cash to support the acquisition and its planned exploration and
technical programs. The Company also benefits from its strategic shareholders that include
South32, Teck, Eric Sprott and Ore Group.
American Eagle believes this financial strength, combined with its technical team, shareholder
base, and regional operating focus, positions it to advance both the NAK and Morrison Projects
through community engagement, drilling, technical studies and permitting.
5
.
Immediate Resource Addition and Long-Term Upside
The Morrison Project would add a defined resource base to American Eagle's portfolio, while the
NAK Project contributes substantial scale, exploration upside, and emerging higher-grade copper-
gold mineralization.
American Eagle believes the combination creates a more balanced and investable regional story:
one asset with an established resource and one rapidly advancing copper-gold discovery with the
potential to evolve into a major district-scale system.
6
.
A Clearer Plan for Pacific Booker Shareholders
The Offer provides Pacific Booker shareholders with:
ownership in an active and better-capitalized public company;
materially improved liquidity;
exposure to a stronger technical and strategic platform;
participation in district-scale upside; and
a more credible long-term path to value creation.
BACKGROUND TO THE OFFER
American Eagle initially began outreach in early 2024 with the objective of working collaboratively with
Pacific Booker to negotiate a mutually beneficial, board-support transaction. American Eagle has
subsequently over the past 2 years, most recently in early 2026, attempted on several occasions to
engage in discussions with Pacific Booker and its board of directors. In the absence of any constructive
engagement from Pacific Booker in response to American Eagle's bona fide, premium proposals,
American Eagle now intends to take its Offer directly to Pacific Booker shareholders. The proposed
Offer is based exclusively on publicly available information.
APPROVALS
The proposed Offer has been unanimously approved by American Eagle's Board of Directors.
OFFER DETAILS
The notice and advertisement of the Offer has been placed for publishing in the National Post, and the
Offer is contained in the Offer Documents, which will be filed today with the Canadian securities
regulators on SEDAR+ under Pacific Booker's profile at
www.sedarplus.ca
and posted on American
Eagle's website. The Offer Documents will be made available to all Pacific Booker shareholders in
accordance with applicable securities laws. The Offer is open for acceptance until 5 p.m. (Toronto Time)
on Wednesday, July 29, 2026 (the "
Expiry Time
"), unless extended, accelerated or withdrawn.
As set out in further detail in the Offer Documents, the Offer is subject to certain conditions, including,
among other things, that: (a) there shall have been validly deposited under the Offer and not withdrawn
that number of Pacific Booker shares that represent more than 50% of the outstanding Pacific Booker
shares, excluding any Pacific Booker shares beneficially owned, or over which control or direction is
exercised, by American Eagle or by any person acting jointly or in concert with American Eagle; (b) not
less than 66⅔% of the outstanding Pacific Booker shares, on a fully diluted basis, (excluding any Pacific
Booker shares beneficially owned, or over which control or direction is exercised, by American Eagle or
by any person acting jointly or in concert with American Eagle) having been validly deposited under the
Offer and not withdrawn at the Expiry Time of the Offer; (c) no material adverse change having occurred
in respect of the business, affairs, assets, operations or prospects of Pacific Booker; (d) all required
governmental, regulatory and stock exchange approvals that American Eagle considers necessary or
desirable in connection with the Offer shall have been obtained and each such approval shall be in full
force and effect; and (e) the other customary conditions, each as more particularly described in the Offer
Documents.
Subject to the terms and conditions of the Offer, American Eagle will take up Pacific Booker shares
immediately following the Expiry Time and pay for the Pacific Booker shares deposited under the Offer
as soon as possible, but in any event not later than three business days after taking up such Pacific
Booker shares.
Subject to applicable law, American Eagle reserves the right to withdraw, vary the terms of, extend, or
terminate the Offer and to not take up and pay for any Pacific Booker shares deposited to the Offer
unless each of the conditions of the Offer is satisfied or waived, as applicable, at or prior to the Expiry
Time.
American Eagle encourages Pacific Booker shareholders to read the full details of the Offer set forth in
the Offer Documents, which contains the full terms and conditions of the Offer and other important
information as well as detailed instructions on how Pacific Booker shareholders can deposit their Pacific
Booker shares to the Offer.
Shareholders who have questions or require assistance in depositing Pacific Booker shares to the Offer
should contact the depositary and information agent, Shorecrest Group Ltd., by email at
or by phone at 1-888-637-5789, (647) 931-7454 for collect calls outside
North America.
Copies of the Offer Documents, once filed, will be available without charge on request from American
Eagle by email at
or by phone at (416) 644-1567 or by contacting
Shorecrest Group Ltd. per the instructions set forth above.
ADVISORS
American Eagle has engaged SCP Resource Finance LP, as its financial advisor, DLA Piper (Canada)
LLP and DLA Piper LLP (US) as its legal counsel, and Shorecrest Group Ltd. as the depositary and
information agent in respect of the Offer.
ABOUT AMERICAN EAGLE'S NAK PROJECT
American Eagle's NAK Project is in the Babine copper-gold porphyry district of central British Columbia.
The Project benefits from excellent infrastructure, including all-season road access and proximity to rail
and Highway 16.
American Eagle's drilling since 2022 has outlined a large, near-surface copper-gold system with
significant scale and encouraging higher-grade intervals, supporting the Company's view that the NAK
Project has the potential to become a major district-scale copper-gold asset. The Company is preparing
to commence a 50,000+ metre drill program, with a maiden resource estimate and Preliminary
Economic Assessment targeted in 2027.
ABOUT AMERICAN EAGLE
American Eagle is focused on advancing its NAK copper-gold porphyry project in central British
Columbia, Canada.
For further information please contact:
Anthony Moreau, Chief Executive Officer
Phone: (416) 644-1567
Email:
www.americaneaglegold.ca
- or -
Shorecrest Group Ltd.
Phone: 1-888-637-5789 or (647) 931-7454 for collect calls outside North America
Email:
NO OFFER OR SOLICITATION
This news release does not constitute an offer to buy or sell, or an invitation or a solicitation of an offer to
buy or sell, any securities of American Eagle or Pacific Booker. The Offer is made exclusively by means
of, and subject to the terms and conditions set out in, the Offer Documents. While the Offer will be made
to all holders of Pacific Booker shares, the Offer will not be made or directed to, nor will deposits of
Pacific Booker shares be accepted from or on behalf of, holders of Pacific Booker shares in any
jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of
such jurisdiction.
U.S. NOTICE
The Offer Documents will be filed with the U.S. Securities and Exchange Commission and the Offer is
being made for the securities of a foreign company. The Offer is subject to disclosure requirements of a
foreign country that are different from those of the United States. Financial statements included in the
Offer materials, if any, have been prepared in accordance with foreign accounting standards that may
not be comparable to the financial statements of United States companies. It may be difficult for you to
enforce your rights and any claim you may have arising under the federal securities laws, since the issuer
is located in a foreign country, and some or all of its officers and directors may be residents of a foreign
country. You may not be able to sue a foreign company or its officers or directors in a foreign court for
violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to
subject themselves to a U.S. court's judgment. You should be aware that the issuer may purchase
securities otherwise than under the Offer, such as in open market or privately negotiated purchases, in
accordance with applicable law.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the securities to be issued in the Offer or passed upon the adequacy or
accuracy of the Offer Documents. Any representation to the contrary is a criminal offense.
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 statements contained in this document constitute forward-looking statements or information
(collectively "
forward-looking statements
"). Forward-looking statements are typically identified by
words such as "anticipate", "continue", "estimate", "expect", "forecast", "budget", "may", "will", "project",
"could", "plan", "intend", "should", "believe", "outlook", "objective", "aim", "potential", "target" and similar
words suggesting future events or future performance. In particular, this document contains forward-
looking statements pertaining to, without limitation, the following: the expected delivery of the Offer
Documents; the timing for acceptance of the Offer; the satisfaction of the conditions to the Offer; the
anticipated strategic, operational and financial benefits and synergies that may result from the proposed
combination between American Eagle and Pacific Booker, including as to expected cost synergies; that
the Offer is the better option for Pacific Booker shareholders; and the ascribed share price market
trading multiple to the combined entity and the resulting benefit to American Eagle and Pacific Booker
shareholders. In addition, all other statements and other information that address the Offer (including
satisfaction of the Offer conditions) are forward-looking statements.
With respect to forward-looking statements contained in this document, American Eagle has made
assumptions regarding, among other things: the ability to complete the Offer and the proposed
combination, integrate American Eagle's and Pacific Booker's respective businesses and operations
and realize financial, operational and other synergies from the proposed combination; that each of
American Eagle, Pacific Booker and, following the completion of the Offer, the combined entity will have
the ability to continue as a going concern going forward and realize its assets and discharge its liabilities
in the normal course of business; the impact of regional and/or global events, including the ongoing
conflicts in Iran and the Ukraine, on mineral demand; Canadian and British Columbia mining policies
going forward; American Eagle's ability to execute on its plans as described herein and in its other
disclosure documents and the impact that the successful execution of such plans will have on American
Eagle and, following the combination, the combined entity and the combined entities' respective
stakeholders; that the combined entity's shares will trade at a multiple comparable to peers; future
exchange rates and interest rates; future debt levels; the ability to execute our capital programs as
planned without significant adverse impacts from various factors beyond our control, including weather,
wild fires, infrastructure access and delays in obtaining regulatory approvals and third party consents; the
combined entity's ability to obtain equipment in a timely manner to carry out exploration activities and the
costs thereof; and the combined entity's ability to obtain financing on acceptable terms.
Although American Eagle believes that the expectations reflected in the forward-looking statements
contained in this document, and the assumptions on which such forward-looking statements are made,
are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are
cautioned not to place undue reliance on forward-looking statements included in this document, as there
can be no assurance that the plans, intentions or expectations upon which the forward-looking
statements are based will occur. By their nature, forward-looking statements involve numerous
assumptions, known and unknown risks and uncertainties that contribute to the possibility that the
forward-looking statements contained herein will not be correct, which may cause actual performance
and financial results to differ materially from any estimates or projections of future performance or results
expressed or implied by such forward-looking statements.
Readers are cautioned that such assumptions, risks and uncertainties should not be construed as
exhaustive. The forward-looking statements contained in this document speak only as of the date of this
document. Except as expressly required by applicable securities laws, we do not undertake any
obligation to publicly update any forward-looking statements. The forward-looking statements contained
in this document are expressly qualified by this cautionary statement.
All references to $ or C$ in this news release are to Canadian dollars and all references in this news
release to US$ are to U.S. dollars.
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/292376