Glen Eagle Resources Inc. — Capital/Financing Update 2024

Oct 24, 2024

GLEN EAGLE RESOURCES INC.

October 23, 2024

TSX-V: GER

GLEN EAGLE RESOURCES INC. ANNOUNCES ENTRY INTO PROMISSORY NOTE

Not for distribution to United States newswire services or for release, publication, distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.

MONTRÉAL, QUÉBEC – GLEN EAGLE RESOURCES INC. (TSX-V: GER) (“ Glen Eagle ” or the “ Company ”) announces that it has entered into a promissory note (“ Promissory Note ”) with the lender (the “ Lender ”) of a secured loan previously issued in the aggregate principal amount of CAD$560,000 (the “ Loan ”) by the Lender to the Company over two separate installments on May 30, 2019 ($410,000) and December 19, 2018 ($150,000), respectively. The Promissory Note updates the interest and payback terms of the Loan; specifically, the Loan shall bear interest at a rate of 12.75% per annum starting from January 1, 2025 and the total interest payable shall now be capped at CAD$90,000. The Loan, including any interest outstanding shall be due and payable on April 1, 2027 (the “ Maturity Date ”). The Loan shall be secured via hypothec granted by the Company, without delivery on 2,700,000 common shares in the capital of First Phosphate Corp. (“ First Phosphate ”).

On a monthly basis, the Company shall pay to the Lender, 15% of the total monthly cash payments (the “ Allocation Payments ”) received by the Company from Gold Max, S DE R.L. (the “ Purchaser ”), pursuant to the amended and restated share purchase option agreement entered into between the Company, the Purchaser, and Cobra Oro De Honduras, S.A. DE C.V, dated September 23, 2024 (the “ Share Purchase Option Agreement ”) or any other agreement relating to the sale or monetization of all or part of the Company’s assets located in Honduras. For further details regarding the Share Purchase Agreement, refer to the Company’s press release dated September 24, 2024 and available on www.sedarplus.ca.

The terms of the Loan may be subject to any required approvals, including that of the TSX Venture Exchange.

About Glen Eagle

Glen Eagle Resources Inc. is a small producer and an exploration company of precious metals in Canada and the Central America area.

Karl Trudeau, President 1000 Sherbrooke West #2700 Montreal, Quebec Tel: 819-440-8495

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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Certain of the statements and information in this news release constitute “forward-looking statements” or “forward-looking information”. Any statements or information that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “estimates”, “intends”, “targets”, “goals”, “forecasts”, “objectives”, “potential” or variations thereof or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) that are not statements of historical fact may be forward-looking statements or information. Forward looking statements or information relate to, among other things: (i) the repayment terms and obligations of the Loan; (ii) the receipt of the Allocation Payments by the Company; and (iii) obtaining all necessary regulatory approvals of the Loan.

Forward-looking statements or information are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those reflected in the forward-looking statements or information, including, without limitation, the need for additional capital by the Company through financings, the receipt of the Allocation Payments and obligations of each party under the Share Purchase Option Agreement being fulfilled; and regulatory risks regarding the approval of the transactions contemplated therein. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements or information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.

The Company’s forward-looking statements and information are based on the assumptions, beliefs, expectations and opinions of management as of the date of this news release, and other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements and information if circumstances or management’s assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such statements or information.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.