American Eagle terminates Pacific Booker takeover

American Eagle Gold Corp. has terminated its take-over bid for Pacific Booker Minerals Inc., effective immediately and in accordance with the offer and take-over bid circular dated April 14, 2026.

Rhea-AI Filing Summary

American Eagle Gold Corp. has terminated its take-over bid for Pacific Booker Minerals Inc., effective immediately and in accordance with the offer and take-over bid circular dated April 14, 2026. No Pacific Booker shares will be taken up under the Offer and deposited shares will be returned to shareholders.

The Company says it remains focused on its 55,000‑metre drill program at the 100%‑owned NAK project and notes it holds over $55 million in treasury and counts strategic investors including Teck Resources, South32, Eric Sprott and Ore Group.

Insights

Corporate Finance Analyst

Termination preserves treasury and avoids immediate acquisition costs.

The termination of the take‑over bid, stated as effective immediately and tied to the offer dated April 14, 2026, means no shares were taken up and deposited shares will be returned to holders. The company explicitly cites a cash position of $55 million, which remains available for the NAK program.

Execution risks and future M&A activity depend on holder interest and any renewed proposals; cash‑flow treatment for this event is not described in the excerpt.

Exploration Geologist

Company shifts focus to a large drill program at NAK.

The release reiterates a 55,000‑metre drill program at the 100%‑owned NAK copper‑gold porphyry project as the primary near‑term activity. A named Qualified Person (Mark Bradley) has verified the release content under NI 43‑101 standards.

Technical milestones and assay schedules are not provided; subsequent releases are needed for drill results and resource updates.

Key Figures

Drill program size: 55,000 metres Treasury: $55 million Offer date: April 14, 2026

3 metrics

Drill program size 55,000 metres NAK project

Treasury $55 million Company cash position stated in release

Offer date April 14, 2026 take‑over bid circular dated

Key Terms

take‑over bid, Qualified Person, National Instrument 43-101

3 terms

take‑over bid regulatory

"termination of its take‑over bid (the "Offer") for Pacific Booker Minerals Inc."

Qualified Person regulatory

"Mark Bradley...a Certified Professional Geologist and independent 'qualified person' for the purposes of Canada's National Instrument 43-101"

A qualified person is someone with specialized knowledge, experience, and training in a particular field, allowing them to accurately assess and verify information or work. Their expertise helps ensure that reports, evaluations, or decisions are trustworthy and meet required standards. For investors, a qualified person provides confidence that the information they rely on is credible and properly validated.

National Instrument 43-101 regulatory

"for the purposes of Canada's National Instrument 43-101 Standards of Disclosure for Mineral Properties"

National Instrument 43-101 is a set of rules and guidelines that govern how mineral exploration and mining companies must report information about their projects. It ensures that the details shared with investors are accurate, consistent, and reliable—similar to how a detailed, verified blueprint ensures a building’s safety. This helps investors make informed decisions based on trustworthy information about a company's mineral resources.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did American Eagle terminate the takeover bid for Pacific Booker (PBMLF)?

The company states the Offer is terminated "effective immediately" under the terms of the take‑over bid circular dated April 14, 2026. The release does not provide additional reasons beyond compliance with the offer's terms.

Will deposited Pacific Booker shares be returned to holders?

Yes. The release states that Pacific Booker shares deposited under the Offer "will be promptly returned to Pacific Booker shareholders." The timing of return beyond "promptly" is not specified in the excerpt.

What will American Eagle focus on after terminating the Offer?

American Eagle says it will focus on a 55,000‑metre drill program at its 100%‑owned NAK project and on derisking and advancing NAK toward development; no assay schedules or timelines are provided.

How strong is American Eagle's treasury position after the termination?

The company reports it benefits from over $55 million in its treasury and names strategic shareholders including Teck Resources and South32. No changes to the treasury surrounding the Offer are disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/05/2026 - 08:50 PM Learn about SEC filing dates

Filed by American Eagle Gold Corp.

Pursuant to Rule 425 under the Securities Act of 1933,

as amended, and deemed filed under Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Pacific Booker Minerals Inc.

Commission File No: 001-33649

 

American Eagle Gold Terminates Take-Over Bid for Pacific Booker Minerals

Toronto, Ontario – June 5, 2026 – American Eagle Gold Corp. ‎(AE: TSXV) (OTCQB: AMEGF) (“American Eagle” or the “Company”)‎ announces the termination of its take-over bid (the "Offer") for Pacific Booker Minerals Inc. (TSXV: BKM) (“Pacific Booker”) effective immediately in accordance with the terms and conditions of the offer and accompanying take-over bid circular of American Eagle dated April 14, 2026. Accordingly, no Pacific Booker shares will be taken up under the Offer and the Pacific Booker shares that have been deposited under the Offer will be promptly returned to Pacific Booker shareholders.

American Eagle Gold remains focused on the recently commenced 55,000-metre drill program at its 100%-owned NAK project, which it is in the process of derisking and advancing toward development. We thank Lake Babine Nation for their support of our proposed acquisition of Pacific Booker and for the partnership we have built in the region. American Eagle wishes Pacific Booker's shareholders all the best.

ABOUT AMERICAN EAGLE

American Eagle is dedicated to advancing its NAK copper-gold porphyry project in west-central British Columbia, Canada. The Company benefits from over $55 million in its treasury, bolstered by four key shareholders, including major mining companies Teck Resources Limited and South32, and large strategic investors Eric Sprott and Ore Group. With substantial financial and technical resources, American Eagle Gold is well-positioned to drill, de-risk, and define the full potential of the NAK copper-gold porphyry project.

Q.P. Statement

Mark Bradley, B.Sc., M.Sc., P.Geo., a Certified Professional Geologist and independent '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.

For further information please contact:

Anthony Moreau, Chief Executive Officer

Phone: (416) 644-1567

Email:     amoreau@oregroup.ca

www.americaneaglegold.ca

- or -

Shorecrest Group Ltd.

Phone: 1-888-637-5789 or (647) 931-7454 for collect calls outside North America

Email:    contact@shorecrestgroup.com

FORWARD-LOOKING STATEMENTS

This news release contains certain "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements regarding the Company's strategy and plans for its 55,000 metre drill program at the NAK project, the derisking and advancement of the NAK project towards development, the return of deposited Pacific Booker shares, and the Company's ability to drill, de-risk, and define the full potential of the NAK copper-gold porphyry project. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, exploration and development risks, commodity price fluctuations, financing and capital requirements, regulatory and permitting risks, and general economic and market conditions. Additional information identifying risks and uncertainties is contained in filings by American Eagle with Canadian securities regulators, which filings are available under American Eagle profile at www.sedarplus.ca. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on forward-looking statements.

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.