2023-01-23 | TSXV:AE | Press Release - North Dakota Digital News

Toronto, Ontario–(Newsfile Corp. – January 23, 2023) – American Eagle Gold Corp. (TSXV: AE) (“American Eagle” or the “Company”) announces that it has closed its previously announced non-brokered private placement (the “Offering”) of an aggregate 10,000,000 units of the Corporation (the “Units”) at a price of C$0.20 per Unit for aggregate gross proceeds of approximately C$2,000,000. The Corporation intends to use the net proceeds from the Offering to continue advancing the exploration of the NAK Project (“NAK”) and for general corporate purposes.

Each Unit comprises one common share in the capital of the Company (each a “Common Share”) and one-half of one common share purchase warrant of the Corporation (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Common Share of the Company at an exercise price of C$0.30 at any time on or before January 23, 2025. The Offering is subject to final acceptance of the TSX Venture Exchange. Accordingly, the Warrants will not be listed on any exchange.

In connection with the Offering, the Company incurred cash finder’s fees to several finders in the total amount of $42,900. The Company also issued to the finders a total of 402,450 common share purchase warrants of the Company (the “Finder Warrants”). Each Finder Warrant entitles the holder to purchase one Common Share of the Company at an exercise price of $0.20 at any time on or before January 23, 2025. In lieu of a cash finder’s fee and Finder Warrants, the Company issued a total of 187,950 Units to Research Capital Corp. (“RCC”) as satisfaction of the finder’s fees owed to RCC under the Offering. Each Unit granted to RCC have the same terms and rights as those Units issued in the Offering.

The securities described herein 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 U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

MI 61-101 and TSXV Policy 5.9 Disclosure‎

Of the 10,000,000 Units issued pursuant to the Offering, 50,000 Units were issued directly or indirectly to Anthony Moreau, a director of American Eagle.

American Eagle relied on section 5.5(b) of Multilateral Instrument 61-101 – Protection of Minority Security ‎Holders in ‎‎Special Transactions ‎‎(“MI 61-‎‎101”)‎ as the exemption from the formal ‎valuation ‎‎requirements of ‎MI 61-101 and TSX Venture Exchange Policy 5.9 in respect of the issuance of ‎the Units ‎to the director of American Eagle as the Common Shares of American Eagle are not listed on ‎a ‎specified ‎market (and the ‎ Common Shares are only listed on the TSX Venture Exchange). ‎The ‎Corporation ‎relied on section ‎‎5.7(1)(b) of MI 61-101 as the exemption from the minority ‎approval ‎requirements of ‎MI 61-101 and TSX Venture Exchange Policy 5.9 ‎in ‎respect of the ‎issuance of Common Shares to ‎the director of the ‎Corporation as American Eagle is not listed on a ‎specified stock exchange and, at the time the Offering was agreed to, neither the fair ‎market value of the securities to be distributed pursuant to the Offering to such ‎persons, nor the consideration to be received for those securities, will exceed $2,500,000. ‎

No special committee was ‎established in ‎connection with the Offering‎. The Board ‎of ‎Directors of American Eagle has unanimously approved the Offering and no materially ‎contrary ‎view or ‎abstention ‎was expressed or made by any director ‎in relation to the ‎Offering. ‎The material change report to be filed in relation to the ‎closing of the Offering will not ‎be filed at ‎least 21 days prior to the completion of the ‎ Offering as ‎contemplated by ‎MI ‎‎61-101. American Eagle believes that this shorter ‎period is reasonable and ‎necessary in the ‎‎circumstances as the completion of the Offering occurred shortly before the ‎issuance ‎of such material change report in relation to the Offering.‎

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About American Eagle’s NAK Project

NAK is a classic porphyry copper-gold mineralized target that exhibits many signs of a robust and large-scale system. Historical shallow drilling programs defined a near-surface copper-gold system with a footprint greater than 1.5km x 1.5km. It remains open and largely untested at depth.

The NAK property is road accessible, and many target areas coincide with forest industry clear cuts. Drilling can be completed year-round, and no helicopter support is required. The NAK property is 85 kilometres from Smithers, BC, in the Babine copper-gold porphyry district of west-central British Columbia. It lies close to nearby Babine district past-producing mines (Bell, Granisle), in proximity to excellent infrastructure. NAK’s highly encouraging initial results make it a prime candidate for further exploration. The Company’s main objective is to advance this newly revitalized mineralizing system into a major discovery.

About American Eagle Gold Corp.

American Eagle trades under the symbol AE on the TSX Venture Exchange. The Company is focused on exploring its NAK project in the Babine Copper-Gold Porphyry district of west-central British Columbia.

Anthony Moreau, Chief Executive Officer

Phone: 416.644.1567

Email: amoreau@oregroup.ca

www.americaneaglegold.ca

Forward-Looking Statements

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. 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 exercise its option to acquire the Project as anticipated and whether the Company’s exploration efforts on the Project produce the results that are anticipated by management. 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.sedar.com.