American Eagle receives top-up from South32 for 19.9% stake

Toronto, Ontario--(Newsfile Corp. - August 17, 2026) - American Eagle Gold Corp. (TSXV: AE) ("American Eagle" or the "Company") is pleased to announce that a wholly owned subsidiary of South32 Limited ("South32") has elected to exercise its "top-up right" to maintain its 19.9% equity interest in the Company, as provided for under the investor rights agreement between the Company and South32 dated November 26, 2024 (the "South32 IRA").

The Company will issue 660,000 common shares ("Shares") at a price of C$1.09 per Share, for gross proceeds of C$719,400 (the "Offering"). The price was determined in accordance with the South32 IRA. No warrants will be issued, and no finder's fees will be paid in connection with the Offering.

"South32's continued support speaks to the quality of the NAK project and the work our team has put in," said Anthony Moreau, Chief Executive Officer of American Eagle. "We are in the middle of our largest drill program to date, designed to grow both the size and the grade of the deposit. With more than C$50 million in the treasury, American Eagle is well capitalized to advance NAK and prove out its full potential. We expect 2026 to be a pivotal year, with a steady flow of drill results carrying into 2027. Additional assays are expected imminently, and we look forward to building the NAK story throughout what we believe will be a transformational year."

The Company intends to use the proceeds of the Offering for general corporate and working capital purposes.

The Shares issued under the Offering will be subject to a statutory hold period of four months and one day from the date of closing, in accordance with applicable Canadian securities laws.

Closing of the Offering is expected to occur on or before August 28, 2026, subject to the satisfaction of certain customary closing conditions, including, but not limited to, the receipt of all necessary regulatory approvals and the acceptance of the TSX Venture Exchange. A copy of the South32 IRA, which governs the procedural matters relating to the exercise of equity participation rights, is available under the Company's profile on SEDAR+ at www.sedarplus.ca .

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 the United States. 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 any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

MI 61-101 and TSXV Policy 5.9 Disclosure

As at the date of this news release, South32 holds 40,331,069 Shares, representing approximately 19.7% of the issued and outstanding Shares on a non-diluted basis. Upon closing of the Offering, South32 will hold 40,991,069 Shares, representing approximately 19.9% of the issued and outstanding Shares on a non-diluted basis. South32 is therefore a "related party" of the Company, and the Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements set out in subsections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the Shares to be issued under the Offering, nor the consideration to be received by the Company, exceeds 25% of the Company's market capitalization.