American Eagle Gold Corp【AE】株式ニュース

American Eagle Gold Responds to Pacific Booker Circular and Reaffirms Offer As The Best Path for ShareholdersMay 1, 2026 1:09 PM
NewsfileHighlights:Financing confirms valuation: Pacific Booker launched a financing on April 30 at an implied net price of approximately $1.75 per share – effectively the same price as American Eagle's offer of $1.76 — yet management continues to characterize the Offer as opportunistic. This contradiction speaks for itself.Offer represents a near four-year high: The Offer price delivered a premium across multiple trading benchmarks, including 20-day, 1-year, 2-year, 3-year, 4-year, 5-year, and 10-year volume weighted average prices.92% of tenure lost: The Morrison Project's original land package has been reduced by approximately 92%, fundamentally altering the technical and economic basis of the project. The 2009 Feasibility Study is invalid and cannot be relied upon.No permitting pathway under current management: Lake Babine Nation has stated it will not engage with Pacific Booker, eliminating the only viable route to permitting.No credible plan: After more than 17 years, Pacific Booker has produced no updated technical study, no development plan, no qualified geological or engineering team, and no institutional support.American Eagle offers a funded, executable reset: With approximately $55 million in cash, established First Nations relationships, and a qualified technical team, American Eagle is positioned to advance Morrison in a way Pacific Booker cannot.Shareholders are encouraged to review the full Offer at: www.pacificbookershareholders.com.Toronto, Ontario--(Newsfile Corp. - May 1, 2026) - American Eagle Gold Corp. (TSXV: AE) (OTCQB: AMEGF) ("American Eagle" or the "Company") has reviewed the Directors' Circular dated April 29, 2026 (the "Booker Circular") filed by Pacific Booker Minerals Inc. (TSXV: BKM) ("Pacific Booker").In our view, the Booker Circular does not address the central issue facing shareholders. After more than 2 decades, there remains no credible path to permit, finance, or advance the Morrison Project under current management. Nothing in the Booker Circular changes our view or provides any basis to modify our Offer.We continue to believe our proposal is fair and compelling for both American Eagle and Pacific Booker shareholders. The Offer price represented a near four-year high and delivered a premium across multiple trading benchmarks, including 20-day, 1-year, 2-year, 3-year, 4-year, 5-year, and 10-year volume weighted average prices. With limited recent trading liquidity, we believe the Offer represents the superior outcome for shareholders.We view the transaction as a reset opportunity for Pacific Booker shareholders, with meaningful upside potential as American Eagle leverages its established relationship with Lake Babine Nation to advance Morrison, capture operational synergies between NAK and Morrison, and deploy its strong balance sheet to unlock value across both assets."Pacific Booker still has not answered the only question that matters: how it intends to create shareholder value. After more than a decade, there is no credible plan to permit, finance, or advance Morrison. Rather than partner with American Eagle, which offers a funded platform, strong technical team, and established stakeholder relationships, the Company has chosen further dilution through an insider-led financing at an implied valuation of $1.75, just below the $1.76 price offered in American Eagle's bid.This is inconsistent with Pacific Booker's prior position that the Company was undervalued. It is now effectively financing at nearly the same level it publicly rejected, while diluting long-term shareholders through a tightly controlled, insider-led transaction. The recent share price movement appears reactive and unsupported by fundamentals. Without a credible transaction, there is little basis to expect current valuation levels to hold."— Anthony Moreau, Chief Executive Officer, American Eagle Gold Corp.THE FINANCING: WHAT SHAREHOLDERS NEED TO KNOWOn April 30, 2026, the day after filing a circular claiming American Eagle's offer was opportunistic and undervalued the Company, Pacific Booker launched a financing on maximum-discount terms:A maximum legally allowable discount to marketBroker compensation of 8% cash and 8% in warrantsThree-year full warrants attached with a strike price below Pacific Booker's closing price on date of this financingAllocation concentrated through insiders and their networkApplying a 40% volatility assumption and a Black-Scholes model, the warrants imply a value of approximately $0.63, placing the net issue price at approximately $1.75 per share. This is virtually identical to the $1.76 implied consideration under American Eagle's Offer, the same offer management publicly called inadequate the day before.Shareholders are entitled to ask: how can management declare on April 29 that $1.76 is opportunistic, then place shares at $1.75 on April 30? We believe this financing was structured not to advance the Morrison Project, for which there is no executable plan, but to place shares with insiders and friendly parties to consolidate control and frustrate the ability of all shareholders to freely consider the Offer.We call on Pacific Booker's board to immediately disclose the full participant list, the terms of each participant's involvement, and any direct or indirect relationships between those participants and the Company's directors, officers, and their associates. We further call on securities regulators to scrutinize this financing and its timing in the context of the outstanding Offer.FIRST NATIONS SUPPORT IS WITH AMERICAN EAGLEPacific Booker's recent statements suggest the Company is only now seeking to "re-engage with First Nations stakeholders" and "reset the permitting pathway," despite the Morrison Project having effectively stalled for more than a decade following the loss of its environmental assessment, related opposition from Lake Babine Nation and Pacific Booker's threatened legal action, time during which meaningful progress has evidently not been achieved.In response, Lake Babine Nation has publicly stated that it supports American Eagle Gold's proposed acquisition of Pacific Booker and welcomes the opportunity for a constructive reset in engagement on Morrison with American Eagle Gold. WHY THE BOOKER CIRCULAR FALLS SHORTAmerican Eagle has identified eight fundamental deficiencies in Pacific Booker's position that the Booker Circular fails to address:1. No credible path forward for MorrisonLake Babine Nation has stated it will not engage with Pacific Booker, eliminating the permitting pathway under current leadership.Approximately 92% of the original land package is no longer in place, leaving a project that is not configured for development.The Company lacks meaningful financial capacity and has demonstrated no ability to fund advancement.2. No viable development planKey studies are based on assumptions that no longer reflect the current land position or regulatory environment.The proposed work program does not address fundamental constraints on scale, infrastructure, or project economics.3. Weak stakeholder alignmentAfter more than a decade, Pacific Booker has not established the trust required with Indigenous stakeholders to advance the project.Lake Babine Nation has expressed clear support for American Eagle's approach and does not support Pacific Booker's current position.4. Insider financing inconsistent with stated valuationThe April 30 financing was launched on maximum discount terms, with high broker compensation and allocation concentrated through insiders and their network.The implied net price of approximately $1.75 (applying a 40% volatility assumption and a Black-Scholes model for the warrants) is effectively the same as the $1.76 offer management publicly rejected as inadequate the prior day.This directly contradicts Pacific Booker's assertion that American Eagle's offer undervalues the Company.The financing currently does not allow all Pacific Booker shareholders participation rights.5. Material tenure loss not properly addressedThe loss of approximately 92% of project tenure significantly alters the technical and economic foundation of the project.The 2009 Feasibility Study is stale-dated and no longer applicable to the current land position, yet continues to be referenced without adequate context or disclosure, all of which can be potentially misleading to shareholders.6. Limited financial capacityFollowing the recent financing, most proceeds are allocated to existing obligations, leaving minimal funds for technical work.The Company has not demonstrated an ability to raise capital to advance Morrison in any meaningful way.7. Dated technical foundationThe 2009 Feasibility Study does not reflect current cost, regulatory, or land conditions.Pacific Booker and its advisors lack access to the electronic data necessary to properly assess the Morrison's geologic or economic value. Possessing a written report without the underlying source data leaves them with no credible means to verify the data, assumptions, or conclusions on which that report relies.Identifying a resource on paper is one thing, demonstrating its value and validity through feasibility study without source material that those pounds in the ground can actually be converted into a viable project is another entirelyThe planned preliminary economic assessment effectively confirms the need for a full reset of technical assumptions, a reset Pacific Booker has neither the resources nor the relationships to execute.8. Qualified person concernsAmerican Eagle has been unable to verify that Mr. Kent Zehr is a Qualified Person under NI 43-101. As a result, Pacific Booker's disclosure practices may fall outside the requirements of NI 43-101, and if this is the case Pacific Booker's should issue a retraction of all investor facing documentation, news releases, reports, and circulars in which Mr. Zehr is designated as such. In any event the reports are stale-dated and should be reviewed with caution. These matters warrant clarification by Pacific Booker and should be reviewed by shareholders and regulators where appropriate.OUR OFFER IS NOT 'HOSTILE' — IT IS A DIRECT ENGAGEMENT WITH SHAREHOLDERS AFTER DECADES OF MANAGEMENT FAILUREAmerican Eagle approached Pacific Booker management in good faith on multiple occasions seeking a negotiated transaction. We continue to engage constructively in pursuit of a solution that genuinely serves all shareholders. Our decision to bring the Offer directly to shareholders is not hostility, it is a necessary response to a board and management team that have failed to advance Pacific Booker's sole asset for over a decade.The Directors' Circular does not provide a credible path to permit, finance, or build Morrison. It does not identify a qualified technical team. It does not demonstrate First Nations support. It does not explain how capital will be raised. It does not address the 92% land tenure loss. Instead, it layers lawyers, financial advisors, and a days-old opinion on top of a project that has not meaningfully advanced in 17 years.The board's response has been an insider financing, an inadequacy opinion produced under extreme time pressure and contingent in part on fees tied to the Offer's non-completion, and a circular with no credible plan, tells shareholders everything about whose interests are being served.RCI CAPITAL'S "INADEQUACY OPINION"Pacific Booker retained RCI Capital Group Inc., formally engaged just days before the Booker Circular was produced, to deliver what it characterizes as a "financial inadequacy opinion." This opinion was produced under extreme time pressure, without access to the proper data to make an informed opinion. The comparable transaction analysis it references, applying peer valuations of US$0.02-$0.05 per pound of copper, is inapplicable to Pacific Booker, whose project lacks a valid NI 43-101 report, intact tenure, First Nations and Provincial support, and a credible management team. Those benchmarks apply to assets Pacific Booker's Morrison Project does not resemble.FAIR VALUE IS SET BY THE MARKETThe Offer represented a near four-year high and delivered a meaningful premium across every relevant trading benchmark. For most of the past decade, Pacific Booker's shares traded at levels consistent with, or below, our Offer price, a reflection of the market's clear-eyed view of the Morrison Project's realistic prospects under current management.The recent spike in Pacific Booker's share price does not reflect genuine market consensus. Trading data shows extremely thin volume with price movement driven by what appears to be a single buyer. This is not the market speaking, it is a distorted signal with no meaningful depth. Without a credible transaction or development plan, there is little basis to expect current valuation levels to hold.AMERICAN EAGLE IS A WELL-CAPITALIZED, CAPABLE COMPANYThe Booker Circular characterizes American Eagle as inferior. The facts say otherwise. American Eagle holds approximately $55 million in cash, benefits from strategic support from South32, Teck, Eric Sprott, and Ore Group, and has grown its share price from approximately $0.02 to over $1.25. We have a qualified technical team, an established First Nations relationship with Lake Babine Nation, and a proven ability to raise and deploy capital.American Eagle's NAK project is being actively advanced with a 50,000+ metre drill program underway and a maiden resource estimate and Preliminary Economic Assessment targeted for 2027. That is what active, credible project advancement looks like. Pacific Booker shareholders deserve access to a platform that can actually deliver.IF THE OFFER IS SUCCESSFUL: A CREDIBLE RESET FOR MORRISONAmerican Eagle intends to reset Morrison across four key areas:1. Permitting reset: Modernize the permitting approach to reflect current regulatory expectations and redesign key elements to improve approval certainty.2. Stakeholder reset: Re-establish engagement with Lake Babine Nation and other stakeholders through consistent, solutions-focused consultation, building on American Eagle's existing and trusted relationship with the Nation.3. Regional consolidation: Integrate Morrison with American Eagle's nearby NAK project to create a consolidated, district-scale development platform in the Babine region, capturing shared infrastructure, optimized development sequencing, and improved capital efficiency.4. Strengthened platform: Leverage approximately $55 million in cash, a strong strategic shareholder base, and a proven technical team to advance both assets. Given the limitations of existing data at Morrison, American Eagle is prepared to invest the necessary capital to properly evaluate and advance the project under a modern framework.OUR MESSAGE TO PACIFIC BOOKER SHAREHOLDERSYou have been waiting long enough. After decades of inaction, you are owed a credible plan, not another circular built on a 2009 feasibility study, a tenure position that no longer exists, and advisors whose fees are tied to keeping the current board in place.American Eagle offers you a real alternative: ownership in a well-capitalized and active company, materially improved liquidity, exposure to a stronger technical and stakeholder platform, participation in district-scale upside across the Babine region, and a clearer, more credible path to value creation.We are speaking directly to you because your board has not given you a reason to believe it will. We urge every Pacific Booker shareholder to examine the record, review the Offer Documents in full, and make the decision that is right for you.Full details of the Offer, including instructions on how Pacific Booker shareholders can tender their shares, are included in the Takeover Bid Circular and accompanying documents, available on SEDAR+ and at:www.PacificBookerShareholders.com 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.comAbout American Eagle Gold Corp.American Eagle Gold Corp. is focused on advancing its NAK copper-gold porphyry project in central British Columbia, Canada. With substantial financial resources, strong strategic backing from South32, Teck, Eric Sprott, and Ore Group, and a growing technical foundation at NAK, the Company is positioned to pursue district-scale value creation in one of Canada's most important copper-gold belts.No Offer or SolicitationThis news release does not constitute an offer to buy or sell, or an invitation or a solicitation of an offer to buy or sell, any securities of American Eagle or Pacific Booker. The Offer is made exclusively by means of, and subject to the terms and conditions set out in, the Offer Documents. While the Offer will be made to all holders of Pacific Booker shares, the Offer will not be made or directed to, nor will deposits of Pacific Booker shares be accepted from or on behalf of, holders of Pacific Booker shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.U.S. NoticeThe Offer Documents will be filed with the U.S. Securities and Exchange Commission and the Offer is being made for the securities of a foreign company. The Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the Offer materials, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment. You should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases, in accordance with applicable law.Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Offer or passed upon the adequacy or accuracy of the Offer Documents. Any representation to the contrary is a criminal offense.Qualified PersonMark 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 technical information contained in this news release.Forward-Looking StatementsCertain statements contained in this document constitute forward-looking statements or information (collectively "forward-looking statements"). Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "budget", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "objective", "aim", "potential", "target" and similar words suggesting future events or future performance. In particular, this document contains forward-looking statements pertaining to the expected delivery of the Offer Documents; the timing for acceptance of the Offer; the satisfaction of the conditions to the Offer; the anticipated strategic, operational and financial benefits and synergies that may result from the proposed combination between American Eagle and Pacific Booker, including expected cost synergies; that the Offer is the better option for Pacific Booker shareholders; and the ascribed share price market trading multiple to the combined entity and the resulting benefit to American Eagle and Pacific Booker shareholders.Although American Eagle believes that the expectations reflected in the forward-looking statements contained in this document are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document. The forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update any forward-looking statements.All references to $ or C$ in this news release are to Canadian dollars and all references to US$ are to U.S. dollars.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.For the latest videos from American Eagle, Ore Group, and all things mining, subscribe to our YouTube Channel: youtube.com/@theoregroup.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/295507
Original: American Eagle Gold Responds to Pacific Booker Circular and Reaffirms Offer As The Best Path for Shareholders

American Eagle Gold Commences Unsolicited Offer for Pacific Booker MineralsApril 14, 2026 6:34 AM
NewsfileHighlights:Compelling offer: Pacific Booker shareholders will receive 1.41 American Eagle common shares for each Pacific Booker share held. Lake Babine Nation support: American Eagle has the support of Lake Babine Nation to pursue the acquisition and reset engagement on the Morrison Project. District-scale consolidation: Combines the NAK and Morrison Projects into a unified Babine District platform with strong regional development potential. Strong balance sheet and backing: American Eagle has $55 million in cash and strategic shareholders that include South32, Teck, Eric Sprott and Ore Group. Technical and strategic upside: Morrison Project adds a defined resource base with advanced testwork and technical studies, while the NAK Project contributes exploration upside, emerging higher-grade zones, and scale. Clearer path for shareholders: The Offer provides Pacific Booker shareholders with liquidity, meaningful participation in an active catalyst driven public vehicle, and exposure to a better-capitalized and more credible regional developer. Toronto, Ontario--(Newsfile Corp. - April 14, 2026) - American Eagle Gold Corp. ? (TSXV: AE) ("American Eagle" or the "Company")? announced today that it has commenced an offer (the "Offer") to acquire all of the issued and outstanding common shares of Pacific Booker Minerals Inc. (TSXV: BKM) ("Pacific Booker") in exchange for 1.41 common shares of American Eagle (the "American Eagle Shares") for each Pacific Booker share.The Offer values Pacific Booker at C$1.76 per share and represents a premium of 31% to Pacific Booker shareholders based upon the closing prices on April 13, 2026, being the trading day immediately prior to this announcement. The Offer implies a total equity value of approximately C$31 million on a fully diluted, in-the-money basis, and Pacific Booker shareholders are expected to own approximately 10% of the combined entity upon completion of the transaction."Lake Babine Nation supports American Eagle's proposed acquisition of the Morrison Project and under American Eagle's leadership, would welcome the opportunity for a constructive reset in engagement on Morrison. American Eagle has built trust with Lake Babine Nation through consistent communication and collaborative consultation," said Chief Wilf Adam of Lake Babine Nation.Anthony Moreau, CEO of American Eagle, commented, "We appreciate the relationship we have built with Lake Babine Nation and the trust reflected in its willingness to continue to engage with us. Our Offer provides Pacific Booker shareholders with the opportunity to participate in a well-capitalized company with momentum, strong backing, meaningful stakeholder relationships and a modern strategy to unlock value in the Babine District."The most important factor in American Eagle’s decision to pursue the proposed acquisition of Pacific Booker and assume ownership of the Morrison Project is the formal support expressed by the Lake Babine Nation for American Eagle’s involvement. The Morrison Project is located within Lake Babine Nation’s traditional territory. In its May 13, 2024 news release, Pacific Booker stated that “The Company believes that it has exhausted all options with any chance of placing its wholly owned Morrison Project into production and is left with exploring all avenues of legal recourse against the Province and the Lake Babine Nation.”Full details of the Offer, including the terms, conditions, expiry time and procedures for tendering shares, are set out in the offer to purchase and take-over bid circular and related documents (collectively, the "Offer Documents"). For further information visit www.PacificBookerShareholders.com.STRATEGIC RATIONALEAmerican Eagle believes the Offer presents a compelling opportunity for Pacific Booker shareholders for several reasons: A New Path Forward for the Morrison ProjectAmerican Eagle believes the Morrison Project requires a reset, given that it has effectively been on hold for over 13 years since the failed permitting exercise in 2012. In the Company's view, the historical development strategy no longer reflects current realities, including changes in capital costs, permitting expectations, Indigenous engagement, project design, and regional development strategy.American Eagle believes the value of the Morrison Project is significantly enhanced if repositioned as part of an integrated Babine District strategy rather than advanced as a stranded standalone asset.District-Scale Synergies with the NAK ProjectThe Offer would combine the Morrison Project with American Eagle's nearby NAK copper-gold Project, creating a consolidated regional development platform in the Babine District.American Eagle believes a combined Morrison-NAK strategy has the potential to create meaningful value through:shared infrastructure and support facilities; optimized and potentially accelerated sequencing of development;coordinated permitting and technical work; improved capital allocation across both assets; and long-term regional scale exploration and development activities capable of supporting a multigenerational mining operation. Stronger Stakeholder Relationships and Social LicenseAmerican Eagle believes constructive relationships with Indigenous communities and local stakeholders are essential to responsible project advancement in British Columbia.The Company has the support of Lake Babine Nation to pursue the acquisition of Pacific Booker and assume ownership of the Morrison Project.American Eagle intends to continue to work collaboratively with Lake Babine Nation and other stakeholders on the future of the Morrison Project through consistent consultation, practical engagement, and solutions-oriented project planning.Financial Capacity and Developer-Scale CapabilityAmerican Eagle has $55 million in cash to support the acquisition and its planned exploration and technical programs. The Company also benefits from its strategic shareholders that include South32, Teck, Eric Sprott and Ore Group.American Eagle believes this financial strength, combined with its technical team, shareholder base, and regional operating focus, positions it to advance both the NAK and Morrison Projects through community engagement, drilling, technical studies and permitting.Immediate Resource Addition and Long-Term UpsideThe Morrison Project would add a defined resource base to American Eagle's portfolio, while the NAK Project contributes substantial scale, exploration upside, and emerging higher-grade copper-gold mineralization.American Eagle believes the combination creates a more balanced and investable regional story: one asset with an established resource and one rapidly advancing copper-gold discovery with the potential to evolve into a major district-scale system.A Clearer Plan for Pacific Booker ShareholdersThe Offer provides Pacific Booker shareholders with:ownership in an active and better-capitalized public company; materially improved liquidity; exposure to a stronger technical and strategic platform; participation in district-scale upside; and a more credible long-term path to value creation. BACKGROUND TO THE OFFERAmerican Eagle initially began outreach in early 2024 with the objective of working collaboratively with Pacific Booker to negotiate a mutually beneficial, board-support transaction. American Eagle has subsequently over the past 2 years, most recently in early 2026, attempted on several occasions to engage in discussions with Pacific Booker and its board of directors. In the absence of any constructive engagement from Pacific Booker in response to American Eagle's bona fide, premium proposals, American Eagle now intends to take its Offer directly to Pacific Booker shareholders. The proposed Offer is based exclusively on publicly available information.APPROVALSThe proposed Offer has been unanimously approved by American Eagle's Board of Directors.OFFER DETAILS The notice and advertisement of the Offer has been placed for publishing in the National Post, and the Offer is contained in the Offer Documents, which will be filed today with the Canadian securities regulators on SEDAR+ under Pacific Booker's profile at www.sedarplus.ca and posted on American Eagle's website. The Offer Documents will be made available to all Pacific Booker shareholders in accordance with applicable securities laws. The Offer is open for acceptance until 5 p.m. (Toronto Time) on Wednesday, July 29, 2026 (the "Expiry Time"), unless extended, accelerated or withdrawn.As set out in further detail in the Offer Documents, the Offer is subject to certain conditions, including, among other things, that: (a) there shall have been validly deposited under the Offer and not withdrawn that number of Pacific Booker shares that represent more than 50% of the outstanding Pacific Booker shares, excluding any Pacific Booker shares beneficially owned, or over which control or direction is exercised, by American Eagle or by any person acting jointly or in concert with American Eagle; (b) not less than 66?% of the outstanding Pacific Booker shares, on a fully diluted basis, (excluding any Pacific Booker shares beneficially owned, or over which control or direction is exercised, by American Eagle or by any person acting jointly or in concert with American Eagle) having been validly deposited under the Offer and not withdrawn at the Expiry Time of the Offer; (c) no material adverse change having occurred in respect of the business, affairs, assets, operations or prospects of Pacific Booker; (d) all required governmental, regulatory and stock exchange approvals that American Eagle considers necessary or desirable in connection with the Offer shall have been obtained and each such approval shall be in full force and effect; and (e) the other customary conditions, each as more particularly described in the Offer Documents.Subject to the terms and conditions of the Offer, American Eagle will take up Pacific Booker shares immediately following the Expiry Time and pay for the Pacific Booker shares deposited under the Offer as soon as possible, but in any event not later than three business days after taking up such Pacific Booker shares.Subject to applicable law, American Eagle reserves the right to withdraw, vary the terms of, extend, or terminate the Offer and to not take up and pay for any Pacific Booker shares deposited to the Offer unless each of the conditions of the Offer is satisfied or waived, as applicable, at or prior to the Expiry Time.American Eagle encourages Pacific Booker shareholders to read the full details of the Offer set forth in the Offer Documents, which contains the full terms and conditions of the Offer and other important information as well as detailed instructions on how Pacific Booker shareholders can deposit their Pacific Booker shares to the Offer.Shareholders who have questions or require assistance in depositing Pacific Booker shares to the Offer should contact the depositary and information agent, Shorecrest Group Ltd., by email at contact @SMACM-637-5789, (647) 931-7454 for collect calls outside North America.Copies of the Offer Documents, once filed, will be available without charge on request from American Eagle by email at info @SuperValu or by contacting Shorecrest Group Ltd. per the instructions set forth above.ADVISORSAmerican Eagle has engaged SCP Resource Finance LP, as its financial advisor, DLA Piper (Canada) LLP and DLA Piper LLP (US) as its legal counsel, and Shorecrest Group Ltd. as the depositary and information agent in respect of the Offer.ABOUT AMERICAN EAGLE'S NAK PROJECTAmerican Eagle's NAK Project is in the Babine copper-gold porphyry district of central British Columbia. The Project benefits from excellent infrastructure, including all-season road access and proximity to rail and Highway 16.American Eagle's drilling since 2022 has outlined a large, near-surface copper-gold system with significant scale and encouraging higher-grade intervals, supporting the Company's view that the NAK Project has the potential to become a major district-scale copper-gold asset. The Company is preparing to commence a 50,000+ metre drill program, with a maiden resource estimate and Preliminary Economic Assessment targeted in 2027.ABOUT AMERICAN EAGLEAmerican Eagle is focused on advancing its NAK copper-gold porphyry project in central British Columbia, Canada. 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 NO OFFER OR SOLICITATIONThis news release does not constitute an offer to buy or sell, or an invitation or a solicitation of an offer to buy or sell, any securities of American Eagle or Pacific Booker. The Offer is made exclusively by means of, and subject to the terms and conditions set out in, the Offer Documents. While the Offer will be made to all holders of Pacific Booker shares, the Offer will not be made or directed to, nor will deposits of Pacific Booker shares be accepted from or on behalf of, holders of Pacific Booker shares in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.U.S. NOTICEThe Offer Documents will be filed with the U.S. Securities and Exchange Commission and the Offer is being made for the securities of a foreign company. The Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the Offer materials, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment. You should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately negotiated purchases, in accordance with applicable law.Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Offer or passed upon the adequacy or accuracy of the Offer Documents. Any representation to the contrary is a criminal offense.Q.P. StatementMark 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 STATEMENTSCertain statements contained in this document constitute forward-looking statements or information (collectively "forward-looking statements"). Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "budget", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "objective", "aim", "potential", "target" and similar words suggesting future events or future performance. In particular, this document contains forward-looking statements pertaining to, without limitation, the following: the expected delivery of the Offer Documents; the timing for acceptance of the Offer; the satisfaction of the conditions to the Offer; the anticipated strategic, operational and financial benefits and synergies that may result from the proposed combination between American Eagle and Pacific Booker, including as to expected cost synergies; that the Offer is the better option for Pacific Booker shareholders; and the ascribed share price market trading multiple to the combined entity and the resulting benefit to American Eagle and Pacific Booker shareholders. In addition, all other statements and other information that address the Offer (including satisfaction of the Offer conditions) are forward-looking statements.With respect to forward-looking statements contained in this document, American Eagle has made assumptions regarding, among other things: the ability to complete the Offer and the proposed combination, integrate American Eagle's and Pacific Booker's respective businesses and operations and realize financial, operational and other synergies from the proposed combination; that each of American Eagle, Pacific Booker and, following the completion of the Offer, the combined entity will have the ability to continue as a going concern going forward and realize its assets and discharge its liabilities in the normal course of business; the impact of regional and/or global events, including the ongoing conflicts in Iran and the Ukraine, on mineral demand; Canadian and British Columbia mining policies going forward; American Eagle's ability to execute on its plans as described herein and in its other disclosure documents and the impact that the successful execution of such plans will have on American Eagle and, following the combination, the combined entity and the combined entities' respective stakeholders; that the combined entity's shares will trade at a multiple comparable to peers; future exchange rates and interest rates; future debt levels; the ability to execute our capital programs as planned without significant adverse impacts from various factors beyond our control, including weather, wild fires, infrastructure access and delays in obtaining regulatory approvals and third party consents; the combined entity's ability to obtain equipment in a timely manner to carry out exploration activities and the costs thereof; and the combined entity's ability to obtain financing on acceptable terms.Although American Eagle believes that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the forward-looking statements contained herein will not be correct, which may cause actual performance and financial results to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. Readers are cautioned that such assumptions, risks and uncertainties should not be construed as exhaustive. The forward-looking statements contained in this document speak only as of the date of this document. Except as expressly required by applicable securities laws, we do not undertake any obligation to publicly update any forward-looking statements. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.All references to $ or C$ in this news release are to Canadian dollars and all references in this news release to US$ are to U.S. dollars.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.To view the source version of this press release, please visit https://www.newsfilecorp.com/release/292376
Original: American Eagle Gold Commences Unsolicited Offer for Pacific Booker Minerals