GLEN EAGLE RESOURCES INC. ANNOUNCES ENTRY TO DEFINITIVE AGREEMENT REGARDING SALE OF ITS COBRA ORO ENTITY

TSX-V: GER

MONTRÉAL, Aug. 25, 2026 /CNW/ -- GLEN EAGLE RESOURCES INC. (TSXV: GER) ("Glen Eagle" or the "Company") announces that it has entered into a share purchase agreement with Canaan Minerals S. De R.L. ("Purchaser"), dated August 24, 2026 (the "Share Purchase Agreement") whereby Purchaser will acquire all the issued and outstanding shares (the "Purchased Shares") of Cobra Oro Honduras S.A. ("Cobra Oro"), the Company's wholly-owned Honduran subsidiary in consideration for a total purchase price of US$2,850,000 (the "Purchase Price") which shall be payable via a one-time cash payment upon closing (the "Transaction"). Purchaser will also settle certain outstanding obligations of Cobra Oro up to US$600,000 by no later than October 30, 2026.

As of closing of the Transaction (the "Closing"), the amount of US$300,000 (the "Holdback Amount") will be retained in a separate escrow account representing a security for any claims arising under the Share Purchase Agreement and associated with Cobra Oro that may arise on a post-Closing basis. The Holdback Amount shall be held in escrow for a period of twelve (12) months from the date of Closing.

The current management of the Company and Cobra Oro shall continue to manage and operate the assets of Cobra Oro pending completion of the Transaction. Subject to fulfillment of all conditions and receipt of necessary approvals, the Transaction is expected to close during Q4 2026.

In connection with the Transaction, the Company will pay a finder's fee to an arm's length finder equal to 3.5% of total gross proceeds actually received by the Company from Purchaser pursuant to the Transaction.

The Purchaser is not a Non-Arm's Length (as such term is defined in accordance with the policies of the TSX Venture Exchange (the "TSXV")) party to the Company. The Transaction is subject to certain conditions, including but not limited to, receipt of the cash payments by the Company from Purchaser, receipt of all regulatory and corporate approvals, including that of the TSXV under Policy 5.3 - Acquisitions and Dispositions of Non-Cash Assets, and the continued compliance of Cobra Oro with the applicable Honduran regulatory regime.

About Glen Eagle

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

Forward Looking Information

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 completion of the Transaction; (ii) the receipt of the cash payments associated with the Transaction; (iii) the fulfillment of the Company's and Purchaser's conditions under the Share Purchase Agreement; (iv) receipt of all necessary approvals for the Transaction; (v) the continued management and operation of the assets of Cobra Oro pending completion of the Transaction; (vi) the expected closing of the Transaction on or before Q4 2026; and (vii) the retention of the Holdback Amount in escrow for a period of twelve (12) months from the date of Closing.

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, compliance with the Honduran mining regulatory regime, the receipt of the cash payments from Purchaser, the completion of the Transaction pursuant to the terms agreed upon, regulatory risks regarding the approval of the transactions contemplated therein, risks associated with the continued management and operation of Cobra Oro, the ability of the parties to satisfy closing conditions within the expected timeline, and risks relating to the sufficiency of the Holdback Amount to satisfy any post-Closing claims. 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 forward-looking statements and information contained herein are based on certain key assumptions, including, without limitation, that the parties will be able to satisfy all conditions to Closing under the Share Purchase Agreement, that all necessary regulatory and corporate approvals will be obtained in a timely manner, that no material adverse change will occur with respect to Cobra Oro prior to Closing, and that the Purchaser will have sufficient funds to complete the Transaction. The Company's forward-looking statements and information are further 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.

SOURCE Glen Eagle Resources Inc.

Karl Trudeau, President, 1000 Sherbrooke West #2700, Montreal, Quebec, Tel: [phone], Email: [email protected]