American Eagle Announces Exercise of Participation Rights by South32 and Teck, Updates Details of Recently Announced Financing

Rhea-AI Summary

American Eagle Gold (OTCQB: AMEGF) announced an updated non‑brokered private placement that will raise aggregate gross proceeds of C$33,963,458 and increase cash to over C$55 million on close. Key participants are Eric Sprott, South32 and Teck, who will maintain or obtain stakes in the company.

The financing includes a C$23,040,000 Sprott private placement and a Concurrent Offering of FT Shares priced at C$1.1319. The company will spend at least C$34 million on drilling and exploration through December 31, 2027, and expects an earlier 2026 drill start. Closing is expected on or about March 20, 2026.

Positive

• Cash balance >C$55M after closing
• C$34M committed to drilling and exploration through 2027
• Eric Sprott, South32, Teck as sole financing participants signals investor support
• Teck to maintain a 12.9% stake and South32 to maintain a 19.9% stake

Negative

• Issuance of FT Shares and concurrent shares will cause share dilution to existing holders
• Company must renounce Qualifying Expenditures by Dec 31, 2026 or indemnify subscribers for additional taxes
• FT Shares and underlying common shares subject to a statutory hold of four months plus one day

News Market Reaction – AMEGF

+1.81%

1 alert

+1.81% News Effect

On the day this news was published, AMEGF gained 1.81%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Highlights:

• South32 and Teck will maintain their equity ownership in American Eagle Gold.

• Including Eric Sprott's private placement, American Eagle Gold's cash balance will increase by $34 million to more than $55 million upon close of this financing.

• Eric Sprott, South32 and Teck are the sole participants in this financing.

• The average price per FT Share is C$1.18.

• American Eagle Gold will spend at least $34 million on drilling and exploration through the end of 2027.

• Due to unseasonably mild regional weather, the Company expects to begin the 2026 drilling campaign earlier than previously planned.

• The drilling and exploration program will be released to investors shortly.

Toronto, Ontario--(Newsfile Corp. - March 11, 2026) - American Eagle Gold Corp. (TSXV: AE) (OTCQB: AMEGF) ("American Eagle" or the "Company") is pleased to announce that existing shareholders, a wholly-owned subsidiary of South32 Ltd ("South32") and Teck Resources Limited ("Teck"), have each elected to participate in the Company's previously announced non-brokered private placement.

The Company previously announced on February 27, 2026 a financing for aggregate gross proceeds up to C$34,540,000, consisting of approximately: (i) up to 19,200,000 common shares to be issued on a premium flow-through basis (each, a "FT Share") at a price of C$1.20 per FT Share for proceeds of C$23,040,000 (the "Sprott Offering"); and (ii) up to 14,935,065 common shares at a price of C$0.77 per share for proceeds of up to C$11,500,000 (the "Concurrent Offering").

The terms of the Concurrent Offering have been updated to be 9,650,550 FT Shares at a price of C$1.1319 per FT Share for gross proceeds of C$10,923,458 (hereafter, the "Concurrent Offering" and together with the Sprott Offering, the "Offering"). The aggregate gross proceeds from the Offering are now expected to be C$33,963,458.

Teck has agreed to maintain its 12.9% interest in the Company, through the acquisition of 3,797,058 common shares underlying the Concurrent Offering at a back-end price of $0.77 per share, and South32 has agreed to maintain its 19.9% interest in the Company, through the acquisition of 5,853,492 common shares underlying the Concurrent Offering at a back-end price of $0.77 per share.

"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. We very much look forward to unveiling our plan for all investors to see in the not-so-distant future and putting this new influx of cash to immediate use," said Anthony Moreau, CEO, American Eagle.

As previously announced, Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned and controlled by him, has agreed to acquire an approximate 9.5% equity interest in the Company (assuming the maximum Offering amount), through the purchase of 19,200,000 common shares underlying the Sprott Offering at a back-end price of $0.77 per share. The investment represents C$23,040,000 of the Sprott Offering gross proceeds.

American Eagle will use the proceeds from the Offering to thoroughly test its thesis at NAK and build on the successes of its 2024 and 2025 drill programs, which expanded NAK's scale and identified additional high-grade zones.

The FT Shares will qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). An amount equal to the gross proceeds from the issuance of the FT Shares will be used to incur, on the Company's Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) "Canadian exploration expenses" (as defined in the Tax Act), (ii) "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act), and (iii) "BC flow-through mining expenditures" for purchasers in British Columbia (collectively, the "Qualifying Expenditures"). The Qualifying Expenditures, in an aggregate amount not less than the gross proceeds raised from the issuance of the FT Shares, will be incurred on or before December 31, 2027 and will be renounced by the Company to the initial purchasers of the FT Shares with an effective date no later than December 31, 2026. In the event that the Company is unable to renounce the full issue price of the FT Shares on or prior to December 31, 2026 and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each initial purchaser for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.

Upon closing this Offering (assuming both the Sprott Offering and Concurrent Offering are completed), American Eagle will have over C$55 million in cash on its balance sheet, and the Company will be fully funded for substantial drill program expansions in 2026 and 2027.

No warrants are included in the Offering. The Company will pay a commission or finder's fee of up to 1% in connection with the Offering. Closing of the Offering is expected to occur on, or about, March 20, 2026 (the "Closing Date"), subject to satisfaction of the closing conditions for the benefit of the parties, the receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. The FT Shares and underlying common shares will be subject to a statutory hold period of four months plus a day following the Closing Date.

This news 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 any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.

About American Eagle's NAK Project

The NAK Project lies within the Babine copper-gold porphyry district of central British Columbia. It has excellent infrastructure through all-season roads and is close to the towns of Smithers, Houston, and Burns Lake, B.C., which lie along a major rail line and Provincial Highway 16. Historical drilling and geophysical, geological, and geochemical work at NAK, which began in the 1960's, tested only to shallow depths. Still, the work revealed a very large near-surface copper-gold system that measures over 1.5 km x 1.5 km. Drilling completed by American Eagle in 2022, 2023, and 2024 returned significant intervals of high-grade copper-gold mineralization that reached beyond and much deeper than the historical drilling, indicating that zones of near-surface and deeper mineralization, locally with considerably higher grades, exist within the broader NAK property mineralizing system. American Eagle Gold completed an aggressive 31,500 metre drill program in 2025 designed to expand and improve the mineral footprint.

For the latest videos from American Eagle, Ore Group, and all things mining, subscribe to our YouTube Channel: youtube.com/@theoregroup

About American Eagle Gold Corp.

American Eagle is focused on exploring its NAK copper-gold porphyry project in west-central British Columbia, Canada.

American Eagle Gold Corp
Toronto, Ontario

Anthony Moreau, Chief Executive Officer
416.644.1567
amoreau@oregroup.ca
www.americaneaglegold.ca

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 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 whether the Company will be able to complete the Offering as anticipated, the receipt of regulatory approval, including the approval of the TSX Venture Exchange, to complete the Offering, the intended use of proceeds and intended drill program or its anticipated results at the Company's NAK project, the ability of the Company to make the qualifying expenditures as anticipated by management, the expected Closing Date, 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. The Company 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 the Company. Additional information identifying risks and uncertainties is contained in filings by the Company with Canadian securities regulators, which filings are available under the 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/288076

FAQ

How much cash will American Eagle Gold (AMEGF) have after the March 2026 financing closes?

American Eagle Gold will have over C$55 million in cash on close. According to the company, aggregate proceeds of C$33,963,458 from the Offering raise the treasury above C$55 million to fund expanded drilling through 2027.

What does Eric Sprott's C$23,040,000 investment mean for AMEGF shareholders?

Eric Sprott's investment represents a ~9.5% equity interest assuming full subscription. According to the company, Sprott's C$23,040,000 Sprott Offering provides cornerstone capital and helps fully fund the planned drill expansion.

How much will American Eagle spend on drilling and what is the 2026 timeline for AMEGF?

The company will spend at least C$34 million on drilling and exploration through end‑2027. According to the company, milder weather should enable an earlier start to the 2026 drilling campaign and an expanded program into spring 2027.

Will Teck and South32 keep their ownership stakes in American Eagle Gold (AMEGF)?

Yes. Teck will retain a 12.9% interest and South32 will retain a 19.9% interest through participation in the Concurrent Offering. According to the company, both parties elected to acquire shares to maintain their stakes.

What are the key closing conditions and tax obligations for the AMEGF flow‑through financing?

Closing is expected on or about March 20, 2026, subject to regulatory approvals and TSXV acceptance. According to the company, FT proceeds must be renounced by Dec 31, 2026 and qualifying expenditures incurred by Dec 31, 2027, otherwise indemnities may apply.