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American Eagle Gold Responds to Pacific Booker Circular and Reaffirms Offer As The Best Path for Shareholders

Press Release

Highlights:

  • Financing confirms valuation: Pacific Booker launched a financing on April 30 at an implied net price of approximately $1.75 per share – effectively the same price as American Eagle’s offer of $1.76 — yet management continues to characterize the Offer as opportunistic. This contradiction speaks for itself.
  • Offer represents a near four-year high: The Offer price delivered a premium across multiple trading benchmarks, including 20-day, 1-year, 2-year, 3-year, 4-year, 5-year, and 10-year volume weighted average prices.
  • 92% of tenure lost: The Morrison Project’s original land package has been reduced by approximately 92%, fundamentally altering the technical and economic basis of the project. The 2009 Feasibility Study is invalid and cannot be relied upon.
  • No permitting pathway under current management: Lake Babine Nation has stated it will not engage with Pacific Booker, eliminating the only viable route to permitting.
  • No credible plan: After more than 17 years, Pacific Booker has produced no updated technical study, no development plan, no qualified geological or engineering team, and no institutional support.
  • American Eagle offers a funded, executable reset: With approximately $55 million in cash, established First Nations relationships, and a qualified technical team, American Eagle is positioned to advance Morrison in a way Pacific Booker cannot.
  • Shareholders are encouraged to review the full Offer at: www.pacificbookershareholders.com

Toronto, Ontario – May 1, 2026 – American Eagle Gold Corp. (TSXV: AE) (OTCQB: AMEGF) (“American Eagle” or the “Company”) has reviewed the Directors’ Circular dated April 29, 2026 (the “Booker Circular”) filed by Pacific Booker Minerals Inc. (“Pacific Booker”) (TSXV: BKM).

In our view, the Booker Circular does not address the central issue facing shareholders. After more than 2 decades, there remains no credible path to permit, finance, or advance the Morrison Project under current management. Nothing in the Booker Circular changes our view or provides any basis to modify our Offer.

We continue to believe our proposal is fair and compelling for both American Eagle and Pacific Booker shareholders. The Offer price represented a near four-year high and delivered a premium across multiple trading benchmarks, including 20-day, 1-year, 2-year, 3-year, 4-year, 5-year, and 10-year volume weighted average prices. With limited recent trading liquidity, we believe the Offer represents the superior outcome for shareholders.

We view the transaction as a reset opportunity for Pacific Booker shareholders, with meaningful upside potential as American Eagle leverages its established relationship with Lake Babine Nation to advance Morrison, capture operational synergies between NAK and Morrison, and deploy its strong balance sheet to unlock value across both assets.

“Pacific Booker still has not answered the only question that matters: how it intends to create shareholder value. After more than a decade, there is no credible plan to permit, finance, or advance Morrison. Rather than partner with American Eagle, which offers a funded platform, strong technical team, and established stakeholder relationships, the Company has chosen further dilution through an insider-led financing at an implied valuation of $1.75, just below the $1.76 price offered in American Eagle’s bid.

This is inconsistent with Pacific Booker’s prior position that the Company was undervalued. It is now effectively financing at nearly the same level it publicly rejected, while diluting long-term shareholders through a tightly controlled, insider-led transaction. The recent share price movement appears reactive and unsupported by fundamentals. Without a credible transaction, there is little basis to expect current valuation levels to hold.”

— Anthony Moreau, Chief Executive Officer, American Eagle Gold Corp.

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