Vancouver, British Columbia--(Newsfile Corp. - February 12, 2026) - EagleOne Metals Corp. (CSE: EAGL) ("EagleOne" or the "Company") is pleased to announce that further to its previous news releases dated December 8, 2025 and February 9, 2026, the Company has entered into a share exchange agreement (the "Share Exchange Agreement") with Surupampa Metals Corp. ("Surupampa"), a private British Columbia company, and each of the shareholders of Surupampa (the "Vendors"). Pursuant to the Share Exchange Agreement, the Company will acquire all of the issued and outstanding shares of Surupampa (the "Purchased Shares") and Surupampa will become a wholly-owned subsidiary of the Company (the "Transaction").
About Surupampa
Surupampa is a private British Columbia mining issuer whose principal asset is its interest in an option agreement (the "Option Agreement"), to acquire a 100% interest in the Surupampa I mining concession located in Peru (the "Property").
The Property is strategically located in a major mineral belt in northern Peru, near world-class deposits and is prospective for a gold-silver-copper base metal mineralization associated with a swarm of subparallel quartz veins striking approximately east-west. The principal structures at the Property are the Giuliana and Anita veins, that are quartz-dominant with minor carbonate.
The Property is a compelling target for follow-up exploration based on its potential for high-grade mineralization and the Property's geological setting. The vein is hosted within a major East-West fault structure, suggesting potential for structural continuity at depth and along strike.
The next stage of exploration will focus on confirming the depth and strike extent of the Giuliana vein system to define a drill target through detailed infill geological mapping and sampling, geological surveying to define vein extensions and feeder zones and the establishment of a drill program to test mineralization at depth.
The Company will provide additional Property details in a subsequent news release.
Pursuant to the terms of the Option Agreement, as amended pursuant to an addendum dated January 28, 2026, EagleOne, through Surupampa, will acquire a 100% interest in the Property upon:
- Issuance of 350,000 common shares in the capital of Surupampa upon execution of the Option Agreement (complete);
- Cash payment of US$50,000 on or before February 28, 2026;
- Cash payment of US$50,000 on or before March 28, 2026;
- Issuance of shares in the capital of EagleOne ("EagleOne Shares") with an equivalent value of US$100,000 on or before February 28, 2026;
- Issuance of EagleOne Shares with an equivalent value of US$150,000 on or before May 28, 2026;
- Cash payment of US$150,000 on or before October 13, 2026;
- Issuance of EagleOne Shares with an equivalent value of US$200,000 on or before November 28, 2026;
- Cash payment of US$150,000 on or before January 12, 2027;
- Issuance of EagleOne Shares with an equivalent value of US$250,000 on or before May 28, 2027; and
- Cash payment of US$200,000 on or before July 13, 2027.
Transaction Terms
Pursuant to the Share Exchange Agreement, the Company will acquire the Purchased Shares from the Vendors, in exchange for the issuance to the Vendors of 18,750,000 EagleOne Shares.
Completion of the Transaction remains subject to receipt of all required corporate, regulatory and third-party approvals, including acceptance of the Canadian Securities Exchange and, if required, approval of the Company's shareholders.
About EagleOne Metals Corp.
EagleOne is a Canadian-based precious and base metal explorer that holds the option to acquire a 100% interest, subject to a 2% net smelter returns royalty, in 11 claims comprising the Magusi West Gold Project, which is located in Abitibi greenstone belt of Quebec - one of the world's most productive and highest ranked gold mining jurisdictions. The Company seeks to unlock shareholder value through the diligent exploration of carefully selected exploration projects in some of Canada's most prolific exploration and mining areas. EagleOne is committed to all stakeholders including shareholders, all its partners and the environment in which it operates.
ON BEHALF OF THE BOARD,
Matthew Markin
President & CEO
Matthew Markin
CEO & Director
T: 778-900-1620
E: mmarkin@eagleonemetals.com
Cautionary Note Regarding Forward-Looking Statements:
This news release includes certain forward-looking statements and forward-looking information (together, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the anticipated closing of the Transaction, statements regarding consideration payments to be made pursuant to the Option Agreement and the timing thereof, the anticipated receipt of necessary approvals for closing of the Transaction, including the acceptance of the Canadian Securities Exchange, the Company's exploration plans at the Property and the Company's beliefs regarding the prospective nature of the Property are forward-looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as "pro forma", "plans", "expects", "will", "may", "should", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "potential" or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. Forward-looking statements are not a guarantee of future performance and are based upon a number of estimates and assumptions of management in light of management's experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of this news release including, without limitation, that the Company will be able to close the Transaction and will do so on the timelines currently anticipated by management, that the Company will be able to satisfy the payment obligations under the Option Agreement, that the Company will obtain all necessary approvals for completion of the Transaction, including the approval of the Canadian Securities Exchange, that the Company will be able to explore the Property and establish a drill program as anticipated and that the results of the drill program and further exploration will yield promising results.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by the forward-looking statements. Important risk factors that could cause actual results to differ materially from the Company's plans or expectations include, risks relating to: the risk that the Company will be unable to close the Transaction or will be unable to do so on the timelines currently anticipated by management, the risk that the Company will be unable to satisfy the payment obligations under the Option Agreement, the risk that the Company will not obtain all necessary approvals for completion of the Transaction, including the approval of the Canadian Securities Exchange, and the risk that the Company will be unable to complete the exploration work contemplated or that the results of such exploration will not yield positive results.
Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future event or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Neither does the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this document. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this document by you or any of your representatives or for omissions from the information in this document. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release and accepts no responsibility for the adequacy or accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283661
Source: EagleOne Metals Corporation