Toronto, Ontario – April 27, 2023 - American Eagle Gold Corp. ‎(AE: TSXV) ("American Eagle" or the "Company") ‎announces that it has applied to the TSX Venture Exchange (the “TSXV”) to extend the expiry dates of common share purchase warrants (the “Warrants”) issued by the Company on May 3, 2021 in connection with the listing of the Company on the TSX Venture Exchange (the “Originating Transaction”).

The amendments to the expiry dates of the Warrants is set out in the table below:

The amended expiry date for the Warrants are subject to acceleration in the event that the volume weighted average trading price of the Common Shares of the Company (or ‎the ‎shares of a successor entity) on the TSX Venture Exchange is at least $0.40 for a minimum of 10 ‎consecutive trading days (whether or not trading ‎occurs on all such days), the Company may, in its sole ‎discretion issue a news release announcing that the ‎exercise period has been reduced to 30 days ‎following the date of the issuance of such news release (the ‎‎“Accelerated Expiry Date”). If such news ‎release is issued, all warrants that are not exercised prior to 5:00 ‎p.m. Toronto, Ontario time on the ‎Accelerated Expiry Date will expire immediately after such time on the ‎Accelerated Expiry Date.‎

The proposed amendment of the Warrants is subject to the approval of the TSXV.

Certain of the Warrants are held by parties who are considered to be “related parties” of the Company (such warrants, the “Related Party Warrants”). Therefore, the amendment of the Related Party Warrants constitutes a “related party transaction” as contemplated by Multilateral Instrument 61-101 Protection of Minority Shareholders in Special Transactions, and TSXV Policy 5.9 - Protection of Minority Shareholders in Special Transactions. However, the exemptions from formal valuation and minority approval requirements provided for by these guidelines can be relied upon because neither the fair market value of the Related Party Warrants nor the fair market value of the consideration paid for the Related Party Warrants exceeds 25% of the market capitalization of the Company. A material change report in respect of this related party transaction will be filed by the Company.

Holders of Warrants will not receive an amended Warrant certificate, and will be required to submit their original Warrant certificate in order to exercise Warrants.

Anthony Moreau, Chief Executive Officer
Phone:  416.644.1567

Email: amoreau@oregroup.ca
www.americaneaglegold.ca

Forward-Looking Statements

Certain information set forth in this news release contains forward-looking statements or information ("forward-‎looking statements)", including details about the business of the Company. All statements in this news ‎release, other than statements of historical facts, that address events or developments that the Company ‎expects to occur, are forward-looking statements including, but not limited to, the receipt of TSXV approval for the warrant extension, the occurrence of an event that triggers an Accelerated Expiry date, and the potential exercise by the board of directors of the Company of the acceleration option if triggered. By their nature, forward-‎looking statements are subject to numerous risks and uncertainties, some of which are beyond the Company's ‎control, including the impact of general economic conditions, industry conditions, volatility of commodity ‎prices, currency fluctuations, environmental risks, operational risks, competition from other industry ‎participants, stock market volatility. Although the Company believes that the expectations in its forward-‎looking statements are reasonable, its forward-looking statements have been based on factors and ‎assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are ‎based upon currently available information. Such statements are subject to known and unknown risks, ‎uncertainties and other factors that could influence actual results or events and cause actual results or events ‎to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, ‎readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be ‎provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions ‎and other factors that could affect actual results are discussed in the Company's public disclosure documents ‎available at  www.sedar.com.. Furthermore, the forward-looking statements contained in this document are ‎made as of the date of this document and, except as required by applicable law, the Company does not ‎undertake any obligation to publicly update or to revise any of the included forward-looking statements, ‎whether as a result of new information, future events or otherwise. The forward-looking statements contained in ‎this document are expressly qualified by this cautionary statement.‎

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.