Great Eagle Gold Corp. Announces Definitive Agreement to Acquire Patented Mineral Rights Titles Containing NI 43-101 Inferred Gold Resources

Rhea-AI Summary

Great Eagle Gold Corp. (GEGC) has entered into a definitive agreement with New Path Resources to acquire a 100% interest in mineral rights containing 240,100 ounces of NI 43-101 inferred gold resources for CDN$1,000,000. The company has made an initial 10% option payment of CDN$100,000, with the remaining CDN$900,000 due within one year.

The mineral rights are located in Priske Township, Ontario, covering approximately 940 hectares. The purchase price may be adjusted based on gold price fluctuations. Additionally, GEGC closed the first tranche of its non-brokered private placement, raising $200,000 through the issuance of 1,000,000 units at $0.20 per unit. The company also announced the conversion of a CAD$100,000 convertible loan into 500,000 units.

Positive

• Acquisition of 240,100 ounces of NI 43-101 inferred gold resources
• Minimal upfront capital requirement (10% option payment of CDN$100,000)
• Successful closing of $200,000 private placement financing
• Flexible payment structure allowing completion within one year

Negative

• Purchase price may increase if gold prices rise before option exercise
• Additional share dilution from private placement and convertible loan conversion
• Significant remaining payment of CDN$900,000 required within one year

Burnaby, British Columbia--(Newsfile Corp. - February 12, 2025) - Great Eagle Gold Corp. (CSE: GEGC) (OTC Pink: GEGCF) (FSE: GI8) is pleased to announce that, further to its press releases dated January 25 and February 4, 2025, it has entered into a definitive agreement with New Path Resources Inc. (the "Vendor"), an arms-length party, to acquire a 100% interest in a mineral rights package (the "Mineral Rights") that includes three patented claims containing 240,100 ounces of NI 43-101 inferred gold resources (the "Gold Resources").

As part of its digital mining strategy, Great Eagle intends to obtain Certified NatGold Resources™ certification for the Gold Resources, which, upon tokenization will generate NatGold Tokens within NatGold Digital Ltd.'s ("NatGold") patent-pending digital mining ecosystem. The provisional patent-pending is the "Method of Tokenization and Token Transformation to Partially Mined Gold Deposits": Date of Filing - January 27, 2025, Application No.: 63/749,991.

Andrew Fletcher, President and Director of Great Eagle Gold, commented, "Finalizing this definitive agreement marks an important step in executing our long-term digital mining strategy. Having secured an exclusive supply relationship with NatGold Digital, we are focused on systematically acquiring high-quality, tokenization-ready gold resources to fulfill our commitment to supplying the first 2.5 million NatGold Tokens. This acquisition is a testament to our ability to identify and secure Certified NatGold Resources™ in a way that maximizes value while minimizing costs. We remain dedicated to expanding our portfolio, strengthening our position as a leader in the digital gold mining revolution and providing the market with the first true ESG-friendly gold investment class: NatGold Tokens."

Mineral Rights Location

The Mineral Rights are located within Priske Township, approximately 4 km south of the town of Schreiber, Ontario, on the northern shore of Lake Superior, the Northshore Gold Property includes three patented claims and 38 unpatented claims covering a total area of approximately 940 hectares.

Qualified Person

Lawrence Segerstrom, P. Geo, M.Sc. Geology, Director of Great Eagle Gold and a Qualified Person as defined by National Instrument 43-101 ("NI 43-101"), has reviewed and approved the scientific and technical contents of this news release.

Acquisition & Financial Terms

Great Eagle has agreed to acquire the Mineral Rights for a total purchase price of CDN$1,000,000 (the "Purchase Price"). Upon execution of the agreement, Great Eagle has made an initial 10% option payment of CDN$100,000 toward the Purchase Price.

Great Eagle retains the right to complete the acquisition at any time within one year from the signing date by paying the remaining balance of CDN$900,000. The final Purchase Price may be subject to adjustment based on fluctuations in the price of gold. If the price of gold increases before Great Eagle exercises its option, the total Purchase Price will increase proportionally. For example, if the price of gold rises by 20%, the final Purchase Price will also increase by 20% to CDN$1,200,000.

According to Fletcher, this strategy is key to Great Eagle's long-term vision, "This 10% option strategy is central to our approach in building a high-quality, demand-driven portfolio of tokenization-ready gold resources. By securing mineral rights with minimal upfront capital, we effectively minimize share dilution while maintaining a strong pipeline to generate 2.5 million NatGold Tokens. Our ability to execute purchases, register the Mineral Rights with NatGold Digital, and complete the tokenization process within a 5-7 day period enables us to swiftly respond to market demand. This level of elasticity positions Great Eagle to scale efficiently while mitigating financial risk, further strengthening our leadership in the NatGold Digital-led digital gold mining revolution."

Closing of First Tranche of Non-Brokered Private Placement

The Company also announces that further to its news release dated January 9, 2025, it has closed the first tranche of its non-brokered private placement financing of 1,000,000 units at $0.20 per unit ("Units") raising gross proceeds of $200,000 (the "Private Placement").

Each Unit is comprised of one common share (each, a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.30 per share for a period of two years expiring on January 28, 2027.

In connection with the Private Placement, the Company paid $20,000 in cash finders' fees. The Shares and Warrants are subject to a hold period until May 29, 2025 pursuant to applicable securities legislation. The proceeds from the Private Placement will be used for acquisition-related costs, due diligence reviews and ongoing working capital requirements.

Convertible Loan Agreement Conversion

Further to the Company's news release dated November 4, 2024 announcing the entering into a convertible loan agreement dated October 28, 2024 in the amount of CAD$100,000 between the Company and one of the Company's independent directors (the "Convertible Agreement"), the Company hereby announces that the loan pursuant to the Convertible Agreement is being converted into 500,000 units at $0.20 per unit with each unit being comprised of one common share and one-half of one transferable share purchase warrant of the Company. Each full warrant entitles the holder to acquire one additional common share of the Company at an exercise price of CAD$0.30 per share for a period of two years from the date of issuance.

About Great Eagle Gold

Great Eagle Gold Corp. (CSE: GEGC) (OTC Pink: GEGCF) (FSE: GI8) is a publicly traded Canadian company, also listed in the United States and Germany, leading the gold resource supply side of NatGold Digital Ltd.'s revolutionary, patent-pending digital gold mining ecosystem. This innovative approach redefines how gold's value is captured through tokenization-eliminating extraction and its environmental, social, and financial costs through a blockchain-powered, eco-friendly digital mining process.

Great Eagle's strategy is uniquely focused on the supply side of the NatGold ecosystem. By acquiring gold resources that qualify as Certified NatGold Resources™ in accordance with NatGold Digital's strict token certification standards, Great Eagle is establishing itself as a key player in this transformative industry-operating at the intersection of three major global investment trends: gold, ESG investing, and the tokenization of real-world assets.

For more information, visit www.greateaglegold.com.

On behalf of the board,
Andrew Fletcher, CEO & Director
Great Eagle Gold Corp.
+1 (778) 372-9723

Neither the Canadian Securities Exchange (the "CSE") nor the Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.

This news release includes certain statements that may be deemed "forward-looking statements" within the meaning of applicable Canadian securities legislation. Forward-looking statements include, but are not limited to statements with respect to Great Eagle's proposed Financing, operations, the Definitive Agreement with NewPath Resources, and the acquisition of NI 43-101 gold resources, the ability to digitally mine NatGold tokens, the viability of the NatGold tokenization and monetization ecosystem, and development plans, expansion plans, estimates, expectations, forecasts, objectives, predictions and projections of the future. Specifically, this news release contains forward looking statements with respect to Great Eagle's proposed operations, acquiring and developing gold resources and their tokenization, and the receipt of required approvals. Generally, forward-looking statements can be identified by the forward- looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "projects", "intends", "anticipates", or "does not anticipate", or "believes", or "variations of such words and phrases or state that certain actions, events or results "may", "can", "could", "would", "might", or "will" be taken", "occur" or "be achieved". Forward looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Great Eagle to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to the exploration and development and operation of Great Eagle's projects, the actual results of current exploration, development activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, future precious metals prices, as well as those factors discussed in the sections relating to risk factors of our business filed in Great Eagle's required securities filings on SEDAR+. Although Great Eagle has attempted to identify important factors that could cause results to differ materially from those contained in forward- looking statements, there may be other factors that cause results to be materially different from those anticipated, described, estimated, assessed or intended.

The forward-looking statements contained in this news release are made as of the date of this news release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities law. Additionally, the Company undertakes no obligation to comment on the expectations of, or statements made, by third parties in respect of the matters discussed above.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/240531

FAQ

How many ounces of gold resources is GEGCF acquiring in the Priske Township deal?

GEGCF is acquiring mineral rights containing 240,100 ounces of NI 43-101 inferred gold resources.

What is the total purchase price for GEGCF's mineral rights acquisition?

The total purchase price is CDN$1,000,000, with an initial payment of CDN$100,000 and the remaining CDN$900,000 due within one year.

How much did GEGCF raise in its recent private placement?

GEGCF raised $200,000 through the issuance of 1,000,000 units at $0.20 per unit.

Where are the mineral rights GEGCF is acquiring located?

The mineral rights are located in Priske Township, approximately 4 km south of Schreiber, Ontario, covering approximately 940 hectares.

What happens to GEGCF's purchase price if gold prices increase?

If gold prices increase before GEGCF exercises its option, the purchase price will increase proportionally. For example, a 20% increase in gold price would raise the purchase price to CDN$1,200,000.