Burnaby, BC – January 12, 2024 – Great Eagle Gold Corp. (CSE: GEGC) (“Great Eagle” or the “Company”) is pleased to announce changes in management and the Board of Directors, updated financing terms, and provide a property update.

Management Changes

Andrew Fletcher has been appointed President and a Director of the Company, succeeding Carlos Andres Hernandez Nuñez. Martin Bajic assumes the role of Chief Financial Officer following Nizar Bharmal’s resignation. Bill Macdonald, Yari Nieken, and Alberta Vasquez Rodriguez have resigned as Directors. Patricia I. Kovacevic, Esq. and Larry Segerstrom, CPG, have joined the Board of Directors. Chris Hansen has stepped down as Chief Executive Officer but will continue as the non-executive Chairman of the Board.

Andrew Fletcher, a seasoned entrepreneur with over two decades of experience, has generated over $100 million in online sales through self-funded ventures. He co-founded Niwali, an integrated online health and beauty company, in Bogota, Colombia, in 2010, and established Ad Bullion, a successful traffic and affiliate network. In 2014, he co-founded Mi Aguila, a technology-driven corporate transport company, serving as COO for 18 months from 2016. During his tenure, he spearheaded the company’s expansion. Following the Covid-19 pandemic, Andrew was integral to the creation of Katapult Commerce from the group in 2021, providing software development services and incubating startups through Katapult Technologies. His visit to artisanal gold mines in Choco, Colombia, in 2019 inspired him to lead in setting social and environmental standards in the gold industry.

Larry Segerstrom, CPG, recognized by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) as a “Qualified or Competent Person” for writing National Instrument (NI) 43-101 resource reports, is a consultant and Director for junior mining exploration companies in North and South America. His extensive experience includes exploring, generating, evaluating, and developing projects in various geologic settings. Larry’s notable achievements include leading the team at Paramount Gold and Silver Corp. in discovering new inferred resources at the San Miguel project in Mexico, now a part of Coeur’s Palmarejo Mine. He also played a significant role in the development of new ore reserves at Freeport-McMoRan’s Grasberg mining district in Indonesia. His expertise in NI 43-101 reports, considered the gold standard for certifying gold resources, further underscores his proficiency in the mining sector.

Private Placement Financing

The Company intends to complete a non-brokered private placement financing for gross proceeds of up to $1,500,000 (the “Financing”). This is expected to consist of up to 5,000,000 units (each, a “Unit”) at a price of $0.30 per Unit, or as determined by Great Eagle management in accordance with Canadian Securities Exchange (the “Exchange”) regulations. Each Unit will include 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 $0.50 per share for twenty-four months following the closing of the Financing. The Financing, subject to an over-allotment of up to $500,000 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 plans to pay finder’s fees of up to 10% in cash and warrants in connection with the Financing. Certain directors, officers, and insiders of Great Eagle may participate in the Financing. Net proceeds are expected to be used for ongoing working capital requirements and mineral exploration expenses.

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.

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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