American Eagle Gold Announces Additional C$2.67 Million Financing

Toronto, Ontario--(Newsfile Corp. - August 17, 2023) - American Eagle Gold Corp. (TSXV: AE) (OTCQB: AMEGF) ("American Eagle" or the "Company") is pleased to announce that Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK) ("Teck") has agreed to make a strategic investment in the Company through a structured flow-through financing on a private placement basis.

The Company will issue 5,940,000 common shares on a flow-through basis (the "Shares") at a price of C$0.45 per Share for issue proceeds of approximately $2.67 million (the "Offering"). The flow-through financing structure provides for Teck to subsequently acquire the Shares for an aggregate purchase price of $1.66 million, or $0.28 per Share.

The Offering proceeds fully fund an extended 2023 Drill Program and its 2024 Drill Program at its NAK copper-gold porphyry project (the "Nak Project") near Smithers, BC. No warrants or finders fees were issued in connection with the Offering.

Immediately following the closing of the Offering, Teck will hold 20,340,000 common shares of American Eagle, or approximately 19.9% of American Eagle's issued and outstanding common shares, on a non-diluted basis. Teck currently holds 14,400,000 common shares of American Eagle, or approximately 15.0% of American Eagle's issued and outstanding common shares, on a non-diluted basis.

Teck's purchase of the Shares is being made for investment purposes. Teck may determine to increase or decrease its investment in American Eagle depending on market conditions and any other relevant factors. This release is required to be issued under the early warning requirements of applicable securities laws. Teck's head office is located at Suite 3300 - 550 Burrard Street, Vancouver, BC, V6C 0B3. A copy of Teck's early warning report may be obtained from Chris Stannell at 604 699 4368.

Closing of the Offering is expected to occur on or before September 7, 2023 (the "Closing Date"), subject to negotiation and execution of definitive documentation with the initial purchasers of the Shares, as well as certain customary conditions, including, but not limited to, the receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange The Shares are subject to a statutory hold period of four months plus a day following the Closing Date.

An amount equal to the gross proceeds from the issuance of the Offering will be used to incur, on the Company's Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) "Canadian exploration expenses" (as defined in the Income Tax Act (the "Tax Act")), (ii) "flow-through critical mineral mining expenditures" (as defined in subsection 127(9) of the Tax Act) (collectively, the "Qualifying Expenditures"); and (iii) as a "BC flow-through mining expenditure" for purchasers in British Columbia. The Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the Offering will be incurred on or before December 31, 2024 and will be renounced by the Company to the initial purchasers of the Shares with an effective date no later than December 31, 2023. In the event that the Company is unable to renounce the issue price for the Shares on or prior to December 31, 2023 for each Share purchased and/or if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will for such failure to renounce, indemnify each initial purchaser for the additional taxes payable by such subscriber to the extent permitted by the Tax Act as a result of the Company's failure to renounce the Qualifying Expenditures as agreed.

Pursuant to a prior agreement between American Eagle and Teck and for so long as Teck's ownership in American Eagle remains greater than 5.0% of American Eagle's issued and outstanding common shares on a non-diluted basis, Teck holds certain investor rights, being an equity participation right to maintain its pro-rata ownership in the Company and certain information rights relating to the NAK Project.

This news 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 any jurisdiction in which such offer, solicitation or sale would be unlawful. 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 the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements.

About American Eagle's NAK Project

The NAK Project is in the Babine copper-gold porphyry district of British Columbia, near past-producing mines and with excellent infrastructure. Previous drilling at NAK revealed a large near-surface copper-gold system measuring over 1.5 km x 1.5 km. Historical exploration was limited to shallow depths, averaging 170 m. In 2022, American Eagle's 2022 drilling program explored deeper and discovered significant copper-gold mineralization. The objective for 2023 is to expand the known mineralized footprint at NAK and identify high-grade sources of copper and gold. The property is accessible by road, can be drilled year-round, and is largely without helicopter support. The promising initial results make NAK an ideal candidate for further exploration. Drilling resumed in June 2023, and the Company released assays for its first hole (NAK23-08) of the 2023 program on August 9, 2023. Highlights of the hole were 776 metres of 0.50% Copper Equivalent from surface. Click here for the News Release.

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About American Eagle Gold Corp.

American Eagle is focused on exploring its NAK project in the Babine Copper-Gold Porphyry district of central British Columbia. The Company's head office is located at Suite 1805, 55 University Avenue, Toronto, ON, M5J 2H7.

Anthony Moreau, Chief Executive Officer
Phone: 416.644.1567
Email: amoreau@oregroup.ca
www.americaneaglegold.ca

QP Statement

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

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.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/177582