American Eagle Closes Non-public Placement

Toronto, Ontario–(Newsfile Corp. – January 23, 2023) – American Eagle Gold Corp. (TSXV: AE) (“American Eagle” or the “Firm”) declares that it has closed its beforehand introduced non-brokered non-public placement (the “Providing”) of an mixture 10,000,000 items of the Company (the “Models”) at a worth of C$0.20 per Unit for mixture gross proceeds of roughly C$2,000,000. The Company intends to make use of the web proceeds from the Providing to proceed advancing the exploration of the NAK Venture (“NAK”) and for normal company functions.

Every Unit contains one frequent share within the capital of the Firm (every a “Frequent Share”) and one-half of 1 frequent share buy warrant of the Company (every entire warrant, a “Warrant”). Every Warrant entitles the holder thereof to buy one Frequent Share of the Firm at an train worth of C$0.30 at any time on or earlier than January 23, 2025. The Providing is topic to last acceptance of the TSX Enterprise Change. Accordingly, the Warrants won’t be listed on any change.

In reference to the Providing, the Firm incurred money finder’s charges to a number of finders within the complete quantity of $42,900. The Firm additionally issued to the finders a complete of 402,450 frequent share buy warrants of the Firm (the “Finder Warrants”). Every Finder Warrant entitles the holder to buy one Frequent Share of the Firm at an train worth of $0.20 at any time on or earlier than January 23, 2025. In lieu of a money finder’s charge and Finder Warrants, the Firm issued a complete of 187,950 Models to Analysis Capital Corp. (“RCC”) as satisfaction of the finder’s charges owed to RCC underneath the Providing. Every Unit granted to RCC have the identical phrases and rights as these Models issued within the Providing.

The securities described herein haven’t been, and won’t be, registered underneath the US Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities legal guidelines, and will not be supplied or offered in the US or to, or for the account or advantage of, United States individuals absent registration or an relevant exemption from the registration necessities of the U.S. Securities Act and relevant U.S. state securities legal guidelines. This press launch doesn’t represent a proposal to promote or the solicitation of a proposal to purchase securities in the US, nor in some other jurisdiction.

MI 61-101 and TSXV Coverage 5.9 Disclosure‎

Of the ten,000,000 Models issued pursuant to the Providing, 50,000 Models have been issued immediately or not directly to Anthony Moreau, a director of American Eagle.

American Eagle relied on part 5.5(b) of Multilateral Instrument 61-101 – Safety of Minority Safety ‎Holders in ‎‎Particular Transactions ‎‎(“MI 61-‎‎101”)‎ because the exemption from the formal ‎valuation ‎‎necessities of ‎MI 61-101 and TSX Enterprise Change Coverage 5.9 in respect of the issuance of ‎the Models ‎to the director of American Eagle because the Frequent Shares of American Eagle are usually not listed on ‎a ‎specified ‎market (and the ‎ Frequent Shares are solely listed on the TSX Enterprise Change). ‎The ‎Company ‎relied on part ‎‎5.7(1)(b) of MI 61-101 because the exemption from the minority ‎approval ‎necessities of ‎MI 61-101 and TSX Enterprise Change Coverage 5.9 ‎in ‎respect of the ‎issuance of Frequent Shares to ‎the director of the ‎Company as American Eagle shouldn’t be listed on a ‎specified inventory change and, on the time the Providing was agreed to, neither the honest ‎market worth of the securities to be distributed pursuant to the Providing to such ‎individuals, nor the consideration to be obtained for these securities, will exceed $2,500,000. ‎

No particular committee was ‎established in ‎reference to the Providing‎. The Board ‎of ‎Administrators of American Eagle has unanimously permitted the Providing and no materially ‎opposite ‎view or ‎abstention ‎was expressed or made by any director ‎in relation to the ‎Providing. ‎The fabric change report back to be filed in relation to the ‎closing of the Providing won’t ‎be filed at ‎least 21 days previous to the completion of the ‎ Providing as ‎contemplated by ‎MI ‎‎61-101. American Eagle believes that this shorter ‎interval is cheap and ‎obligatory within the ‎‎circumstances because the completion of the Providing occurred shortly earlier than the ‎issuance ‎of such materials change report in relation to the Providing.‎

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About American Eagle’s NAK Venture

NAK is a traditional porphyry copper-gold mineralized goal that displays many indicators of a sturdy and large-scale system. Historic shallow drilling packages outlined a near-surface copper-gold system with a footprint higher than 1.5km x 1.5km. It stays open and largely untested at depth.

The NAK property is street accessible, and lots of goal areas coincide with forest trade clear cuts. Drilling may be accomplished year-round, and no helicopter help is required. The NAK property is 85 kilometres from Smithers, BC, within the Babine copper-gold porphyry district of west-central British Columbia. It lies near close by Babine district past-producing mines (Bell, Granisle), in proximity to wonderful infrastructure. NAK’s extremely encouraging preliminary outcomes make it a major candidate for additional exploration. The Firm’s primary goal is to advance this newly revitalized mineralizing system into a serious discovery.

About American Eagle Gold Corp.

American Eagle trades underneath the image AE on the TSX Enterprise Change. The Firm is concentrated on exploring its NAK mission within the Babine Copper-Gold Porphyry district of west-central British Columbia.

Anthony Moreau, Chief Govt Officer
Telephone: 416.644.1567
Electronic mail: [email protected]

Ahead-Wanting Statements

Neither TSX Enterprise Change nor its Regulation Providers Supplier (as that time period is outlined within the TSX Enterprise Change insurance policies) settle for duty for the adequacy or accuracy of this launch. Sure info on this press launch might comprise forward-looking statements. Ahead-looking statements on this press launch embrace, however are usually not restricted to, statements relating to whether or not the Firm will be capable to train its choice to amass the Venture as anticipated and whether or not the Firm’s exploration efforts on the Venture produce the outcomes which might be anticipated by administration. This info is predicated on present expectations which might be topic to vital dangers and uncertainties which might be troublesome to foretell. Due to this fact, precise outcomes may differ materially from these advised in forward-looking statements. American Eagle Gold Corp. assumes no obligation to replace the forward-looking statements or to replace the the explanation why precise outcomes may differ from these mirrored within the ahead looking-statements until and till required by securities legal guidelines relevant to American Eagle Gold Corp. Further info figuring out dangers and uncertainties is contained in filings by American Eagle Gold Corp. with Canadian securities regulators, which filings can be found underneath American Eagle Gold Corp. profile at

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