As filed with the Securities and Exchange Commission on April 14, 2026

 

No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-10

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

American Eagle Gold Corp.

(Exact name of Registrant as specified in its charter)

 

Ontario, Canada   Not Applicable   Not Applicable

(Province or other jurisdiction of

incorporation or organization)

  (Primary Standard Industrial
Classification Code Number (if applicable))
 

(I.R.S. Employer

Identification Number (if applicable)

 

American Eagle Gold Corp.

 

141 Adelaide Street W

Toronto, Ontario, M5H 3L5 Canada

416-644-1567

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

American Eagle Gold Corp.

141 Adelaide Street W

Toronto, Ontario, M5H 3L5 Canada

416-644-1567

 

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(212) 947-7200

 

American Eagle Approximate date of commencement of proposed sale to the public: From time to time after the effectiveness of this Registration Statement.

 

Province of Ontario, Canada

(Principal jurisdiction regulating this offering (if applicable))

 

It is proposed that this filing shall become effective (check appropriate box):

 

A. ¨   upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in the United States and Canada)
   
B. x   at some future date (check the appropriate box below)
   
1. ¨   pursuant to Rule 467(b) on (date) at (time) (designate a time not sooner than 7 calendar days after filing).
   
2. ¨   pursuant to Rule 467(b) on (date) at (time) (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance on (date).
   
3. ¨   pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
   
4. x   after the filing of the next amendment to this Form (if preliminary material is being filed).

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf prospectus offering procedures, check the following box. ¨

 

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall apply to this Registration Statement.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration Statement shall become effective as provided in Rule 467 under the Securities Act or on such date as the Commission, acting pursuant to Section 8(a) of the Securities Act, may determine.

 

 

 

 

 

 

PART I

INFORMATION REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

 

Item 1. Home Jurisdiction Document.

 

This registration statement on Form F-10 (this “Registration Statement”) is filed by American Eagle.

 

This Registration Statement relates to the offer to purchase (the “Offer”) by American Eagle for all of the issued and outstanding common shares (the “Common Shares”) of Pacific Booker. (assuming full conversion of all outstanding convertible and exercisable securities for Common Shares), other than any Common Shares owned directly or indirectly by American Eagle and its affiliates. The Offer is subject to the terms and conditions set forth in American Eagle’s Offer to Purchase and Take-Over Bid Circular dated April 14, 2026 (the “Offer and Circular”), a copy of which is attached hereto as Exhibit 1.1.

 

The information set forth in the Offer and Circular, including all schedules, exhibits and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, a Registration Statement on Form F-10, and is supplemented by the information specifically provided herein.

 

Item 2. Additional Information.

 

See the financial statements included or incorporated by reference in the Offer and Circular.

 

Item 3. Informational Legends.

 

See “Notice to Shareholders in the United States” in the Offer and Circular.

 

Item 4. Incorporation of Certain Information by Reference.

 

See “Documents Incorporated by Reference and Further Information” in the Offer and Circular. As required by this Item, the Offer and Circular provides that copies of the documents incorporated therein by reference may be obtained on request without charge from the Corporate Secretary of American Eagle at 141 Adelaide Street W Toronto, Ontario, M5H 3L5 Canada or may be obtained on SEDAR at www.sedar.com.

 

Item 5. List of Documents filed with the Commission.

 

See “Documents Filed as Part of the Registration Statement” in the Offer and Circular.

 

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

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PART II

INFORMATION NOT REQUIRED TO BE DELIVERED TO OFFEREES OR PURCHASERS

 

Indemnification of Directors or Officers.

 

The directors of American Eagle are indemnified by American Eagle in accordance with applicable laws and regulations.

 

Under the Business Corporations Act (Ontario) (the “OBCA”), a corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity, if the individual acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such individual had reasonable grounds for believing that his or her conduct was lawful. Any such individual is entitled to indemnification from a corporation as a matter of right in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity if the individual was not judged by a court or other competent authority to have committed any fault or omitted to do anything that he or she ought to have done and fulfilled the conditions set forth above.

 

Pursuant to its by-laws, American Eagle is required to indemnify the individuals referred to above and the heirs and legal representatives of such individuals in substantially the manner set out in the OBCA.

 

American Eagle maintains, at its expense, a directors’ and officers’ liability insurance policy that provides protection for its directors and officers against liability incurred by them in their capacities as such, and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the by-laws of American Eagle.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”) may be permitted for directors, officers or persons controlling American Eagle pursuant to the foregoing provisions, American Eagle has been informed that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy in the United States, as expressed in the Securities Act, and is therefore unenforceable.

 

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EXHIBITS

 

Exhibit
No.
  Description
     
1.1   Offer and Circular.*
      
1.2   Form of Letter of Transmittal.*
     
1.3   Form of Notice of Guaranteed Delivery.*
     
2.1   Press release, dated April 14, 2026 relating to American Eagle Gold Corp.’s offer for all outstanding common shares of Pacific Booker.*
     
3.1   The audited consolidated financial statements for the years ended December 31, 2024 and 2023 and management’s discussion and analysis thereof.*
     
3.2   The Unaudited Condensed Interim Consolidated Financial Statements of American Eagle Corp., for the three months ended September  30, 2025 and related notes, and the interim management’s discussion and analysis in connection therewith.*
     
3.3   Unaudited Pro Forma Statements*
     
4.1   Consent of McGorvern Hurley LLP*
     
4.2   Consent of Qualified Person, Mark Bradley*
     
4.3   Consent of DLA Piper (Canada) LLP*
     
5.1   Power of Attorney of certain officers and directors of the Registrant (included on signature pages)
     
107   Filing Fee*

 

* Filed herewith.

 

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PART III

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

 

Item 1. Undertaking

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the U.S. Securities and Exchange Commission (the “Commission”) staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.

 

Item 2. Consent to Service of Process

 

Concurrently with the filing of this Registration Statement on Form F-10, the Registrant is filing with the SEC a written irrevocable consent and power of attorney on Form F-X. Any change to the name and address of the agent for service of the Registrant will be communicated promptly to the SEC by amendment to Form F-X referencing the file number of this Registration Statement on Form F-10.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-10 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Toronto, Ontario, Canada, United States on April 14, 2026.

 

  American Eagle Gold Corp.
   
  /s/ Anthony Moreau
  Anthony Moreau
  Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints Anthony Moreau and Joel Friedman, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in each person’s name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and registration statements filed pursuant to Rule 429 under the Securities Act, and to file the same, with all exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

/s/ Anthony Moreau

Anthony Moreau

 

Chief Executive Officer

(Principal Executive Officer)

  April 14, 2026
     

/s/ Joel Friedman

Joel Friedman

 

Chief Financial Officer

(Principal Financial Officer)

  April 14, 2026
     
     

/s/ Stephen Stewart

Stephen Stewart

  Director   April 14, 2026
     

/s/ Gordon Stothart

Gordon Stothart

  Director   April 14, 2026

 

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the registrant has signed this registration statement on the 14th day of April, 2026.

 

  Cogency Global Inc.
  Authorized U.S. Representative  
     
  By: /s/ Colleen A. De Vries 
  Name: Colleen A. De Vries 
  Title: Sr. Vice President on behalf of Cogency Global Inc.

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 1.1

EXHIBIT 1.2

EXHIBIT 1.3

EXHIBIT 2.1

EXHIBIT 3.1

EXHIBIT 3.2

EXHIBIT 3.3

EXHIBIT 4.1

EXHIBIT 4.2

EXHIBIT 4.3

EX-FILING FEES

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