TORONTO, Oct. 13, 2022 /CNW/ - American Eagle Gold Corp. (TSXV: AE) ("American Eagle") and Orefinders Resources Inc. (TSXV: ORX) ("Orefinders") are pleased to jointly announce that they have entered into an option agreement (the "Option Agreement") and a call option agreement (the "Call Option Agreement"), each dated October 11, 2022 . Each such agreement pertains to a 20% interest (except the NSR as defined below) (the "Interest") in American Eagle's NAK Copper-Gold Porphyry project (the "Project"), consisting of 5 mineral claims located northeast of Smithers, British Columbia.
Terms of the Option Agreement
Pursuant to the Option Agreement, American Eagle, as optioner, granted Orefinders, as optionee, an option to acquire the Interest in the Project. Consideration for acquiring the Interest is the carrying out by Orefinders of an aggregate of $1,000,000 in work obligations to enable the carrying out of exploration work on the project by not later than December 31, 2022 (the "Work Obligations").
The $1,000,000 in Work Obligations will be incurred primarily through third party-contractors primarily for drilling, drill related work, geophysics, reports and sampling and all services in support thereof but will also include all necessary maintenance and carrying costs including taxes or fees levied by the Province of British Columbia or its agencies or the local municipality (but not sales taxes or taxes on income or profits) relating to the Project. American Eagle shall be entitled to charge a management fee equal to 5% of all such third party costs, which shall form part of the Work Obligations. No partial interest in the Mining Claims will be earned by Orefinders until the Work Obligations have been met completely. Orefinders may, at any time or times, accelerate the Work Obligations prior to its due date in order to earn its Interest in the Project earlier.
The Interest in the Project is subject to two separate net smelter royalties on the Project. A 2% net smelter royalty on the Project is payable to Bernard Kreft, which American Eagle has the right to buy back half (50% of the aforementioned two percent thereof), at a price of $1,500,000. (the "NSR"). The Interest in the Project is also subject to a 1% net smelter royalty on the project, payable to 1302580 B.C. LTD, which American Eagle has the right to buy back half (50% of the aforementioned one percent thereof), at a price of $1,000,000.
Terms of the Call Option Agreement
Pursuant to the Call Option Agreement, Orefinders, as vendor, agreed to sell the Interest in the Project to American Eagle, as purchaser, on the closing date. Such closing date to be on or before thirty days after American Eagle has given notice to Orefinders of its desire to exercise its call option (the "Closing Date"). Such call option is American Eagle's right to acquire the Interest at any time after February 28, 2023 but before April 30, 2024 (the "Call Option"). The purchase price payable by American Eagle to Orefinders for the Interest on the Closing Date is $1,500,000, which may be paid, at the sole option of American Eagle, in cash or in common shares of American Eagle ("American Eagle Shares"). If paid in American Eagle Shares, the price per share shall be equal to the 15 day VWAP of such shares on the TSX Venture Exchange (the "Exchange") ending three business days prior to the Closing Date. The Interest is subject to the NSR.
The exercise of the Call Option and the completion of the transfer of Interest from Orefinders to American Eagle at the Closing Date shall be subject to the prior approval of the Exchange. There is no assurance that Exchange approval of the Call Option will be obtained.
Additional Information on the Transaction
The Option Agreement and Call Option Agreement involve "Non-Arm's Length Parties" as such term is defined in the TSX Venture Exchange (the "Exchange") Policy 1.1, as Stephen Stewart and Alex Stewart, directors of American Eagle, are also directors of Orefinders. In accordance with Policy 5.3 of the Exchange, the Option Agreement and the Call Option Agreement constitute a "Reviewable Disposition" for American Eagle and A "Reviewable Acquisition" for Orefinders. The Option Agreement and the Call Option Agreement are subject to acceptance by the Exchange.
No finders fees will be paid in connection with the Option Agreement and the Call Option Agreement.
About the Project
The Project is in the Babine Copper-Gold Porphyry District of British Columbia and is a classic porphyry target that exhibits all the signs of a large copper-gold system. Copper-gold porphyry mineralization at the Project is open in all directions. It is defined by a compelling geophysical signature analogous to Newcrest's Red Chris Mine and Newmont's Saddle deposit located in Northwest BC.
About American Eagle Gold Corp.
American Eagle trades under the AE symbol on the TSX Venture Exchange. American Eagle is focused on exploring its NAK project in the Babine Copper-Gold Porphyry district in central British Columbia.
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused exclusively on the Abitibi Greenstone Belt. Orefinders is listed on the Toronto Venture Exchange under the symbol ORX.
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