American Eagle to sell two-thirds of the 3% NSR it holds in the Kuta Ridge Gold Project in exchange for 500,000 shares of American Eagle, which will be extinguished
American Eagle Gold will retain a 1% NSR in the Kuta Ridge Gold Project
Kuta Ridge is located within a highly prospective gold belt in Papua New Guinea, close to Barrick's Porgera Mine and K92's Kainantu Mine.
Toronto, Ontario--(Newsfile Corp. - May 9, 2025) - American Eagle Gold Corp. (TSXV: AE) (OTCQB: AMEGF) is pleased to announce that it has entered into a definitive agreement with Precious Earth Resources Inc. ("Precious Earth") to sell a portion of net smelter return ("NSR") royalty of the Kuta Ridge project in Papua New Guinea in exchange for 500,000 common shares of the Company (the "Consideration Shares").
American Eagle presently holds a 3% NSR on the Kuta Ridge project in Papua New Guinea. Under the terms of the agreement, upon American Eagle's repurchase of the Consideration Shares, Precious Earth will reduce the existing NSR to 1%. The remaining NSR will no longer be subject to any buyback rights held by Precious Earth, thereby allowing American Eagle to preserve a meaningful interest in a prospective project while streamlining its royalty profile. Immediately following the completion of the transaction, American Eagle will retire and cancel the Consideration Shares, reducing its overall issued and outstanding shares.
"By monetizing a non-core asset, the Company has coordinated a shareholder-friendly transaction and reduced its share count, a modest achievement within the junior mining sector," said Anthony Moreau, Chief Executive Officer of American Eagle. "American Eagle retains a 1.0% NSR on a promising project within a highly gold-rich belt, positioning us to benefit from any future development success. We wish Charles Beaudry and the Pacific Precious team the best of luck in their upcoming exploration season."
The Agreement will be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada. In connection with the repurchase of the Consideration Shares, the Ontario Securities Commission has granted American Eagle exemptive relief from the issuer bid requirements under Part 2 of National Instrument 62-104 Take Over Bids and Issuer Bids. This exemptive relief will facilitate the intended share repurchase under the terms of the transaction while ensuring compliance with applicable securities laws. Pursuant to the terms of the exemptive relief granted, closing the transaction will occur in five business days.
About Precious Earth Resources:
Precious Earth Resources Inc. (PER) is a Canadian-based, private corporation with 100% interest in the Kuta Ridge prospect located in the Highland Valley of Papua New Guinea near the town of Mount Hagen with further drilling planned for 2025.
About American Eagle's NAK Project
The NAK Project lies within the Babine copper-gold porphyry district of central British Columbia. It has excellent infrastructure through all-season roads and is close to the towns of Smithers, Houston, and Burns Lake, B.C., which lie along a major rail line and Provincial Highway 16. Historical drilling and geophysical, geological, and geochemical work at NAK, which began in the 1960's, tested only to shallow depths. Still, the work revealed a very large near-surface copper-gold system that measures over 1.5 km x 1.5 km. Drilling completed by American Eagle in 2022, 2023, and 2024 returned significant intervals of high-grade copper-gold mineralization that reached beyond and much deeper than the historical drilling, indicating that zones of near-surface and deeper mineralization, locally with considerably higher grades, exist within the broader NAK property mineralizing system.
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About American Eagle Gold Corp.
American Eagle is dedicated to advancing its NAK copper-gold porphyry project in west-central British Columbia, Canada. The Company benefits from over $37 million in cash, bolstered by two strategic investors formed in the past two years with Teck Resources and South32. 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.
Mark 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 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 closing of the repurchase of Consideration Shares, the satisfaction of the conditions set forth in the exemptive relief order from the Ontario Securities Commission, 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.
