Burnaby, BC – May 16, 2024 – Great Eagle Gold Corp. (“Great Eagle”) (CSE: GEGC | FRA: GI8) is pleased to announce the signing of a binding letter of intent (“LOI”) with Teras Resources Inc. (“Teras”) to acquire 100% of the subsurface mineral rights pertaining to a U.S. Patented Land Claim package, located in Imperial County, California, collectively known as the Cahuilla gold project. Great Eagle has agreed to pay an immediate US $50,000 standstill payment to Teras.

Cahuilla is a historic gold deposit well-known within the gold mining industry. It has undergone extensive exploration since the 1980s, involving seven different mining companies including major gold producers such as Homestake, Newmont, Kennecott, and most recently, Teras Resources. Teras alone has invested more than $26 million in the property.

Great Eagle CEO and Director, Andrew Fletcher, declared emphatically, “Over the past several months, we’ve scrutinized dozens of U.S. Patented Land Claims, all boasting NI 43-101 certified gold resources. However, it was the Cahuilla gold project that captured our full attention and enthusiasm. This marquee gold project seamlessly aligns with every criterion set forth by the International NatGold Council for tokenization alongside New York-based OroEx Corp. With its perpetual title protection, absence of ongoing state fees or taxes, and fully transferable title, the Cahuilla gold project represents the ideal acquisition for us. We are thrilled with this landmark purchase—it fully meets all our expectations.”

The 1,680-acre Cahuilla gold project contains a multi-million ounce, tokenization-ready deposit of certified gold and silver resources, as detailed in a National Instrument 43-101 (NI 43-101) technical report. This NI 43-101 report certifies:

• 1,261,364 ounces of indicated gold resources.
• 14,336,659 ounces of indicated silver resources.
• 74,870 ounces of inferred gold resources.
• 685,520 ounces of inferred silver resources.

The Cahuilla gold project straddles two land packages, being subdivided into two separate gold/silver deposits, with each deposit pertaining to a two-phase acquisition deal. The first phase acquisition (“Phase 1”) is a binding agreement that Teras is in a position to sell to Great Eagle for US $8,616,660. The second phase (“Phase 2”) Great Eagle has agreed to purchase for US $9,760,243. The total agreed purchase price for the entire Cahuilla gold project is US $18,376,904.

However, Great Eagle is only able to purchase Phase 1 at this time, as Teras is still in the process of negotiating the severability of subsurface rights from surface rights with the other partners to the land pertaining to the Phase 2 transaction. Great Eagle Gold is confident Teras will successfully complete the Phase 2 acquisition negotiations; however, in the meantime, the Teras Resources technical team, together with the Great Eagle Gold technical team, have agreed to split the total gold deposit into two distinct subdivisions and to allocate the respective portions of the overall gold and silver resources delineated in the NI 43-101 report to their respective acquisition phase, respectively, with separate mineral rights titles pertaining to each Phase independent of the other. The geological 3D modeling and resource allocation process involves oversight and confirmation by Qualified Persons as defined by National Instrument 43-101- Standards of Disclosure for Mineral Projects.

The Phase 1 Mineral Rights purchase price of US $8,616,660 breaks down as follows:

• 592,841 ounces of indicated gold resources, valued at US $12.50 per ounce, at a cost of US $7,410,513.
• 6,594,863 ounces of indicated silver resources, which at a 90:1 gold-silver ratio, equals 73,276 ounces of gold equivalent indicated resources, valued at US $12.50 per ounce, at a cost of $915,953.
• 35,189 ounces of inferred gold resources, valued at US $7.50 per ounce, at a cost of US $263,918.
• 315,339 ounces of inferred silver resources, which at a 90:1 gold-silver ratio, equals 3,504 ounces of gold equivalent inferred resources, valued at US $7.50 per ounce, at a cost of US $26,278.

The Phase 2 Mineral Rights purchase price of US $9,760,243 breaks down as follows:

• 668,523 ounces of indicated gold resources, valued at US $12.50 per ounce, at a cost of US $8,356,538.
• 7,741,796 ounces of indicated silver resources, which at a 90:1 gold-silver ratio, equals 86,020 ounces of gold equivalent indicated resources, valued at US $12.50 per ounce, at a cost of $1,075,249.
• 39,681 ounces of inferred gold resources, valued at US $7.50 per ounce, at a cost of US $297,608.
• 370,181 ounces of inferred silver resources, which at a 90:1 gold-silver ratio, equals 4,113 ounces of gold equivalent inferred resources, valued at US $7.50 per ounce, at a cost of US $30,848.

Financial Terms

The parties have agreed to enter into a Definitive Agreement for the acquisition within thirty days, with a proposed closing date for the transaction scheduled for July 15, 2024, subject to the completion of satisfactory due diligence and compliance with all required regulatory requirements. If the transaction does not close by July 15, 2024 as a result of any action or inaction of Great Eagle, Great Eagle shall pay Teras a late closing penalty of $50,000, which payment shall be credited towards the initial Phase 1 purchase payment.

In addition, Great Eagle has agreed to pay a finder’s fee consisting of 10% of the consideration payable for the Phase 1 acquisition of the Cahuilla gold project. This fee will be payable in three installments according to the same percentages outlined in the property payment schedule below. The finder’s fee can be paid in cash and/or common shares, at the election of the Company.

Following the execution of the Definitive Agreement, scheduled for June 15th, 2024, Teras will receive 20% of the total purchase price of the resource pertaining to the Phase 1 Mineral Rights (US $1,723,332) within 30 days. An additional 30% of the purchase price (US $2,584,998) will be due within 180 days of the Definitive Agreement, with the remaining 50% (US $4,308,331) payable on or before 12 months from the Definitive Agreement date.

In the event that Great Eagle Gold is delayed in making any scheduled payment as established in the Binding Letter of Intent, a cure period of 30 days will be granted to address the delayed payment. During this period, an interest penalty, which will be specified in the Definitive Agreement, will be applied. Should Great Eagle fail to fulfill any payment obligation on or before the expiration of the Cure Period, it will forfeit all payments made and all rights outlined in the Definitive Agreement, effectively nullifying the Agreement.

Additional NI 43-101 Phase 3 Resource Opportunity

A Phase 3 deal has been negotiated, where Great Eagle has agreed to pay Teras $7.50 per ounce for any new gold resources discovered and certified in the project area, with Teras funding all associated costs. Teras is granted the right to explore and develop an additional inferred gold resource located outside the existing NI 43-101 technical report area, which currently outlines gold and silver resources. Great Eagle acknowledges that all exploration and mineral resource certification by Teras will be confined to the U.S. Patented Land Claim boundary that houses the existing NI 43-101 deposit. Teras has the exclusive right to undertake exploration activities at its own expense within the designated boundary, excluding the area covered by the current NI 43-101 deposit, for a period of 6-9 months following the signing of the Definitive Agreement. Furthermore, Great Eagle Gold commits to paying Teras $7.50 per ounce for any inferred gold resources delineated under the NI 43-101 guidelines during this period.

Teras acknowledges and agrees that upon the formal closing of the transaction, which includes the conveyance of 100% of the subsurface rights of the Phase 1 Mineral Rights portion of the NI 43-101 certified gold deposit contained in the U.S. Patented Land Claims, no further exploration or development will be conducted within or on these claims. However, Teras retains the right to explore any adjacent or connecting properties to the patented claims.

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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