Burnaby, BC – January 29, 2024 – Great Eagle Gold Corp. (CSE: GEGC I FRA: GI8) is pleased to announce key corporate updates as follows:

Audit Committee

On January 23, 2023 the Board appointed to the Audit Committee: Andrew Fletcher, Chris Hansen and Patricia Kovacevic.  The Audit Committee is responsible for the Company’s financial reporting process and the quality of its financial reporting.  The Audit Committee is charged with the mandate of providing independent review and oversight of the Company’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company’s external auditors.  The Audit Committee also assists the Board in fulfilling its responsibilities in reviewing the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct. 

NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.   Andrew Fletcher is not considered to be independent under NI 52-110 because he is the Chief Executive Officer of the Company.  NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.  All of the members of the Audit Committee are financially literate as that term is defined in NI 52-110.

Stock Option Grants

The Company announces that it has granted incentive stock options (the “Options”), pursuant to its stock option plan (the “Plan”), consisting of 2,175,000 common shares of the Company, to certain directors, officers and consultants of the Company.

 The Options are exercisable at a price of CDN$0.42 for a period of 5 years.  The Options, which vest immediately, and the common shares issuable upon exercise will be subject to a four-month hold period expiring on May 30, 2024.

Closing of Acquisition of Great Eagle Gold SAS

As previously announced the Company closed on the acquisition of Great Eagle Gold SAS, its new Colombian subsidiary, on terms as previously announced, for the aggregate purchase price of US$217,600 (the “Purchase Price”).  The Purchase Price consists of cash in the amount of US$21,760 represented by a promissory note (the “Promissory Note”) and the issuance of an interest free convertible promissory (the “Convertible Note”), for the US$195,840 balance of the Purchase Price.  As provided for in the Purchase Agreement, the Convertible Note shall be convertible into common shares of the Company at the greater of: (1) CDN$0.25 per common share; or (2) the financing price of the Company’s next financing. The Promissory Note shall be due and payable 24 months from issuance.

Immediately following the closing, the vendor/Convertible Note holder provided its notice of the conversion of the Convertible Note, and as at today has elected to also convert the cash amount of US$21,760 due under the Promissory Note.  The conversions will be pursuant to the terms of the recently announced financing at $0.30 per common share, which will result in the issuance of 977,500 Units on conversion of both Notes, given the applicable exchange rate.

Neither the Canadian Securities Exchange (the “CSE”) nor the Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.

The securities referred to herein will not be or have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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