American Eagle Closes Top-Up Investment from South32

American Eagle Gold Corp. (TSXV: AE,OTC:AMEGF) ("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.

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