American Gold & Copper Inc. (OTC: AGCI) announced that it has executed a definitive acquisition agreement with Rimrock Exploration Partners, LLC to acquire the Rimrock Copper-Gold Project in Lander County, Nevada.

The definitive agreement supersedes the parties’ June 24, 2026 memorandum of understanding and provides for AGCI to acquire the Rimrock Project, consisting of 77 unpatented federal lode mining claims covering approximately 1,540 acres within the Battle Mountain Mining District, together with associated technical data and related project assets.

The acquisition expands AGCI’s mineral portfolio into Nevada and provides the Company with a U.S.-based copper-gold exploration project in one of North America’s most established mining regions.

“This is an important step in the continued expansion of American Gold & Copper,” said Brent Nelson, Executive Chairman of AGCI. “With the definitive agreement now executed, our focus moves from negotiating the acquisition to closing the transaction and advancing the exploration program. Rimrock gives us a substantial land position in Nevada with extensive historical technical work, multiple identified exploration targets and a clear program for the next phase of drilling and evaluation.”

Transaction Structure

Under the definitive agreement, AGCI acquired the Rimrock Copper-Gold Project for aggregate consideration of $10 million in AGCI common stock, together with the assumption of certain agreed project liabilities. The acquired assets include the 77 federal lode mining claims comprising the project, together with the associated technical data, exploration records and other related project assets. The transaction is subject to the satisfaction of applicable closing conditions.

Advancing Rimrock Through Phase I Exploration

As part of the acquisition, AGCI has committed to approximately $1.5 million in Phase I exploration expenditures during the 18 months following the First Closing.

Historical technical work at Rimrock includes geological mapping, surface sampling, drilling and multiple geophysical programs, including induced polarization, gravity, magnetic, CSAMT and hyperspectral surveys. Technical materials relating to the project identify a broad corridor of hydrothermal alteration and coincident geochemical and geophysical anomalies extending approximately 17 kilometers. More than 2,000 surface rock-chip samples and approximately 1,700 core samples have been collected through prior exploration programs.

The project includes the historic Snowstorm Mine area, where prior work has identified a northern exploration target associated with geochemical and geophysical anomalies. Historical drilling and surface sampling have identified copper, gold and silver mineralization within the broader project area. AGCI intends to use the existing technical database to refine drill targets and guide the Phase I exploration program.

The Company’s planned Phase I work is expected to focus on additional drilling and technical evaluation of priority targets, with subsequent exploration activities to be determined based upon the results of that work.

“The amount of technical information already developed at Rimrock gives us a meaningful head start,” said Criss Capps, Vice President of Exploration for AGCI. “The project contains a combination of geological, geochemical and geophysical indicators that warrant systematic follow-up. Our objective during Phase I will be to test the highest-priority targets and use those results to develop a clearer understanding of the scale and geometry of the mineralized system.”

Strategic Expansion Into Nevada

The acquisition establishes AGCI’s mineral exploration presence in Nevada and complements its existing copper-gold-silver activities in Bolivia. The Company intends to advance Rimrock alongside the continued technical evaluation and development of its existing mineral portfolio.

AGCI believes the acquisition complements its existing copper-gold-silver activities in Bolivia while establishing a meaningful exploration position in the United States. The Company intends to advance Rimrock alongside the continued technical evaluation and development of its existing mineral portfolio.

“Rimrock fits directly within our strategy of building a diversified portfolio of copper and precious-metals projects where substantial technical work has already been completed and there is a defined path for additional exploration,” Nelson added. “Our objective is to deploy capital into the ground, advance the technical understanding of these projects and build the Company around mineral assets that we believe warrant further development.”

About the Rimrock Copper-Gold Project

The Rimrock Copper-Gold Project consists of 77 unpatented federal lode mining claims covering approximately 1,540 acres in Lander County, Nevada, within the Battle Mountain Mining District. The project includes the historic Snowstorm Mine area and an extensive technical database developed through prior geological, geochemical, geophysical and drilling programs.

Historical technical information indicates copper-gold mineralization occurs within a broader corridor of hydrothermal alteration and geochemical and geophysical anomalies. AGCI intends to undertake additional exploration to evaluate priority targets and determine the nature, extent and continuity of mineralization across the project.

The historical exploration results and technical information referenced in this release have not been independently verified by AGCI through a current technical report, and no current compliant mineral resource or mineral reserve has been established for the Rimrock Project. Historical results should not be interpreted as establishing the existence, quantity or economic viability of a mineral resource or reserve.

For additional information about the Rimrock Copper-Gold Project, including project geology, historical exploration work, geophysical surveys and drill targets, please view the Company’s Rimrock Project presentation here

About American Gold & Copper Inc.

American Gold & Copper Inc. is a U.S. mineral exploration and development company focused on the acquisition, exploration, evaluation, development and advancement of copper, gold, silver and other mineral resource opportunities. The Company’s initial operating focus includes the continued technical evaluation and advancement of the Ascensión de Guarayos copper-gold-silver project in eastern Bolivia and the Rimrock Copper-Gold Project in Nevada. Through disciplined acquisitions, technical evaluation and responsible resource development, the Company is building a portfolio of mineral projects located in established mining jurisdictions with the objective of creating long-term shareholder value.