American Eagle Closes Top-Up Investment from South32

South32 exercises its top-up right to keep a 19.9% stake as American Eagle adds capital for ongoing NAK drilling and corporate needs.

Rhea-AI Summary

American Eagle Gold (AMEGF) closed a previously announced top-up equity investment from a South32 subsidiary on September 8, 2026.

The company issued 660,000 common shares at C$1.09 per share, raising gross proceeds of C$719,400 under South32’s top-up right in a 2024 investor rights agreement, allowing South32 to maintain a 19.9% stake. Following the financing, South32 holds 40,991,069 shares, about 19.9% of American Eagle’s non-diluted share capital. No warrants or finder’s fees were issued or paid.

The offering has conditional TSX Venture Exchange acceptance and remains subject to final approval. The new shares are subject to a statutory hold period of four months and one day from closing. Proceeds will be used for general corporate and working capital purposes. American Eagle reports backing of approximately C$50 million in cash and is running a 55,000‑metre drill program at its NAK copper-gold project, expected to continue through April 2027.

Positive

• Financing completed: 660,000 shares issued at C$1.09 for C$719,400 in gross proceeds
• Strategic holder maintained: South32 now owns 40,991,069 shares, or about 19.9% non-diluted
• Strong cash position: Company reports backing of approximately C$50 million in cash
• Long-term program funded: ~55,000-metre drill program at NAK expected to run through April 2027

Negative

• Share dilution: 660,000 new common shares added to the outstanding share base
• Regulatory status: Offering only conditionally accepted by TSX Venture Exchange, pending final approval
• Related party transaction: Financing falls under MI 61-101, though exemptions from valuation and minority approval were used

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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 | amoreau@oregroup.ca | www.americaneaglegold.ca

Anthony Moreau, Chief Executive Officer

416.644.1567
amoreau@oregroup.ca 
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

FAQ

How will American Eagle use the proceeds from the South32 top-up investment?

American Eagle intends to use the C$719,400 in gross proceeds from the offering for general corporate purposes and working capital.

What is the lock-up period on the new shares issued to South32?

The 660,000 shares issued under the offering are subject to a statutory hold period that expires four months and one day from the date of closing.

Why is this financing considered a related party transaction under MI 61-101?

Before the offering, South32 held 40,331,069 shares, about 19.7% of American Eagle’s non-diluted common shares, so the top-up financing increased an existing large shareholder’s stake and therefore constituted a “related party transaction” under MI 61-101.

How did American Eagle address MI 61-101 requirements for this related party transaction?

The company relied on exemptions from formal valuation and minority shareholder approval under subsections 5.5(a) and 5.7(1)(a)did not exceed 25% of the company’s market capitalization.

What is the status of TSX Venture Exchange approval for the offering?

The offering has received conditional acceptance from the TSX Venture Exchange and remains subject to final acceptance.

Where can investors find the investor rights agreement governing South32’s top-up right?

A copy of the South32 investor rights agreement, which governs procedural matters for exercising equity participation rights, is available on American Eagle’s SEDAR+ profile.

What are the main features of American Eagle’s current drill program at the NAK project?

American Eagle is conducting an approximately 55,000-metre drill program at the NAK copper-gold porphyry project. The program is expected to run through April 2027, using three drill rigs operating across the seasons, with about 80 drill holes planned to expand tonnage, extend known high-grade zones, and discover new ones.