American Eagle shareholders to participate in financing

Executive Summary

• South32 and Teck Resources are exercising participation rights in American Eagle Gold's previously announced non-brokered private placement to maintain their respective equity stakes in the company.
• The updated financing structure combines a Sprott offering and a concurrent offering, with aggregate gross proceeds now expected at $33,963,458.
• Proceeds will fund a major drilling and exploration campaign at the Nak project through the end of 2027, increasing the company's cash balance to over $55 million post-close.

Key Details

• Financing Structure & Gross Proceeds: Aggregate gross proceeds updated to $33,963,458, comprising the Sprott offering and the concurrent offering.
• Sprott Offering: Up to 19.2 million common shares issued on a premium flow-through basis at $1.20 per share, generating $23.04 million in proceeds.
• Concurrent Offering: Updated to 9,650,550 flow-through shares at $1.1319 per share, generating gross proceeds of $10,923,458.
• South32 Participation: Acquiring 5,853,492 common shares at a back-end price of $0.77 per share to maintain a 19.9% equity interest.
• Teck Participation: Acquiring 3,797,058 common shares at a back-end price of $0.77 per share to maintain a 12.9% equity interest.
• Cash Position: Cash balance expected to increase by $34 million to exceed $55 million upon closing.
• Use of Proceeds: Minimum $34 million allocated to drilling and exploration activities through the end of 2027.
• Drilling Campaign: 2026 drilling program expected to commence earlier than planned due to unseasonably mild weather; company plans to operate rigs continuously into spring 2027 to execute the largest drill program in the region.
• Warrants & Commissions: No warrants attached to the offering. A commission or finder's fee of up to 1% will be paid.
• Closing & Regulatory: Expected closing on or about March 20, 2026, subject to closing conditions, regulatory approvals, and TSX Venture Exchange acceptance.
• Share Hold Period: Statutory hold period of four months and one day following the closing date.
• Flow-Through Tax Terms: Shares qualify as flow-through shares under the Canadian Income Tax Act. Qualifying expenditures will be incurred on or before December 31, 2027, and renounced to purchasers by no later than December 31, 2026. Company indemnifies purchasers if renunciation fails or CRA reduces qualifying expenditures.
• Project Background (Nak): 1.5 km x 1.5 km near-surface copper-gold porphyry system in central BC. Historical drilling was shallow; recent programs (2022-2024) identified deeper, higher-grade zones. 2025 program completed 31,500 meters of drilling to expand the mineral footprint.

Notable Quotes

• "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." — Anthony Moreau, CEO, American Eagle Gold Corp.