Burnaby, BC, and New York, NY – January 9, 2025 – Great Eagle Gold Corp. (“Great Eagle”) (CSE: GEGC | OTC: GEGCF | FRA: GI8) and NatGold Digital Ltd. (“NatGold Digital”) are pleased to announce a new agreement that supersedes their previous Collaborative Business Development Agreement, dated January 26, 2024. This updated partnership builds on their shared commitment to successfully launching NatGold Digital’s revolutionary digital mining ecosystem, which tokenizes certified in-ground gold resources into NatGold Tokens. These tokens provide investors worldwide with the opportunity to invest in an ESG-friendly and non-dilutive form of gold.

NatGold Digital, as the founder and global operator of the NatGold digital mining ecosystem, is responsible for demand-side market development, while Great Eagle focuses exclusively on the supply side of the ecosystem as the premier gold miner. Together, both companies are positioned at the forefront of three major financial investment trends: the tokenization of real-world assets, ESG investments, and gold.

Agreement Highlights: Strengthened Cooperation and Defined Roles

The new agreement solidifies a long-term relationship between the two companies, with clearly defined areas of cooperation:

1. Sharing Expertise and Resources: Both companies will contribute geological, technical, and market insights to ensure the successful development and scaling of the NatGold digital mining ecosystem.
2. Orderly Market Liquidation: NatGold Tokens allocated to both companies will be introduced to the market in a responsible manner to maintain price stability and support natural market price development and equilibrium.
3. Advocacy for Legislation: The parties will collaborate to educate governments globally on the benefits of digital gold mining, enabling wider adoption of tokenization and participation in the NatGold ecosystem.
4. Capital Markets Engagement: Joint investor presentations will ensure stakeholders fully understand the value and potential of the NatGold ecosystem.

Exclusive Rights and Priority Queuing Benefits

Great Eagle Gold Corp. is granted exclusive rights to supply mineral rights titles for the creation of the first 2.5 million NatGold Tokens. This ensures that only certified gold resources supplied by Great Eagle will be tokenized during this phase.

Following the initial tokenization, Great Eagle will enjoy priority queuing rights for five years, giving it precedence over other mining companies in future tokenization projects. This exclusive arrangement ensures Great Eagle’s continued leadership within the NatGold ecosystem while offering NatGold a reliable supply of tokenizable resources.

Mutual Benefits and Share Issuance Terms

In recognition of the value this partnership brings to both parties, Great Eagle Gold Corp. will issue 5 million common shares to NatGold Digital Ltd. in two tranches:

● First Tranche: 2.5 million shares will be issued within 30 days of Great Eagle successfully tokenizing its first qualifying mineral rights title with NatGold.

● Second Tranche: An additional 2.5 million shares will be issued within 30 days of tokenizing sufficient titles to mint 2.5 million NatGold Tokens, provided this milestone is reached within 12 months of the agreement’s effective date.

These shares are issued under applicable regulatory exemptions and subject to standard hold periods, ensuring compliance with securities regulations.

Enhanced Market Potential

The updated agreement provides a solid framework for both companies to capitalize on the growing demand for ESG-friendly gold investments. NatGold Digital’s pioneering tokenization technology and Great Eagle’s ability to supply certified gold resources position the partnership for significant success.

Andrew Fletcher, President of Great Eagle Gold Corp., stated, “Our strengthened partnership with NatGold Digital positions us to lead the supply side of NatGold Digital’s revolutionary digital gold mining ecosystem. The initial tokenization exclusivity, together with priority queuing benefits, offers Great Eagle significant competitive advantages.”

Great Eagle Financing Update

Closes Non-Brokered Private Placement

Further to its news release dated November 7, 2024, it has closed its non-brokered private placement financing of 1,870,425 units at $0.20 per unit (“Units”) raising gross proceeds of $374,085 (the “Private Placement”).

Each Unit is comprised of one common share (each, a “Share”) and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional common share of the Company at an exercise price of $0.30 per share for a period of two years expiring on December 18, 2026.

In connection with the Private Placement, the Company paid an aggregate of $31,000 in cash finders’ fees and issued 55,000 finders warrant, with each finders warrant entitling the holder to acquire one common share at and exercise at the price of $0.20 for a period of two years. The Shares and Warrants are subject to a hold period until April 19, 2025 pursuant to applicable securities legislation.

New Financing Initiated

Great Eagle intends to complete an additional non-brokered private placement financing for gross proceeds of up to $1,000,000 (the “Financing”). This is expected to consist of up to 5,000,000 units (each, a “Unit”) at a price of $0.20 per Unit, or as determined by Great Eagle management in accordance with Canadian Securities Exchange (the “Exchange”) regulations. Each Unit will consist of one common share and one-half of one common share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant will be exercisable for an additional common share of Great Eagle at $0.30 per share for twenty-four months following the closing of the Financing. The Financing, subject to an over-allotment of up to $200,000 (20%) at the Company’ s discretion, will be subject to Exchange acceptance, and all securities issued will adhere to a four-month hold period as per applicable securities legislation.

Great Eagle may pay finder’s fees in cash and warrants in connection with the Financing. Net proceeds are expected to be used for acquisition related costs, due diligence reviews, and ongoing working capital requirements.

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.

About Great Eagle Gold.

Great Eagle Gold Corp. (CSE: GEGC | OTC: GEGCF | FRA: GI8) is a publicly traded Canadian company, also listed in the United States and Germany, leading a ground breaking evolution in digital mining. This new approach reshapes how the global gold mining industry realizes gold’s intrinsic value. Partnering with New York-based NatGold Digital Ltd., Great Eagle leverages a blockchain-powered, ESG-friendly digital mining process. This method provides a regulatory-compliant way to invest in gold while eliminating the considerable environmental, social, and financial costs of traditional gold mining.

Great Eagle’s unique strategy focuses on the supply side of the NatGold ecosystem. By acquiring NI43-101 certified gold resources and seamlessly integrating them through a title swap process that meets NatGold Digital Ltd.’s exacting token integrity standards, Great Eagle establishes itself as a pivotal contributor. Together, Great Eagle and NatGold Digital operate at the convergence of three compelling global investment themes: gold, ESG investing, and the tokenization of real-world assets.

On behalf of the board,

Andrew Fletcher, CEO & Director
Great Eagle Gold Corp.
+1 (778) 372-9723