{"success":true,"data":{"pressRelease":{"id":"11880","rtpr_id":"nNFC1f1bK2","ticker":"BKM","exchange":"","all_tickers":["BKM"],"title":"Pacific Booker Minerals Inc. Acknowledges Receipt of Hostile Offer","author":"Newsfile Corp","published_at":"2026-04-28T21:19:29.253Z","article_body":"Vancouver, British Columbia--(Newsfile Corp. - April 28, 2026) - Pacific\nBooker Minerals Inc. (TSXV: BKM) (OTC Pink: PBMLF) (\"Pacific Booker\" or the\n\"Company\") acknowledges the filing of a takeover bid circular by American\nEagle Gold Corp. (\"American Eagle\") pursuant to which American Eagle has\ncommenced an unsolicited all-share takeover bid to acquire all of the issued\nand outstanding common shares of Pacific Booker (the \"Hostile Bid\").\n\nShareholders do not need to take any action\n\nThe Company advises shareholders to take NO action at this time. The Company\nanticipates filing a directors' circular on or about April 29, 2026, which\nwill include the Board's formal recommendation to shareholders in respect of\nthe Hostile Bid.\n\nThe board of directors of the Company (the \"Board\") has formed a Special\nCommittee of independent directors (the \"Special Committee\") to advise the\nBoard in relation to the Hostile Bid. The Special Committee and Board note, as\na preliminary matter, that the consideration offered by American Eagle of 1.41\ncommon shares of American Eagle (with an implied value of approximately $1.59\nbased on the closing price of American Eagle's shares on the TSX Venture\nExchange on April 24, 2026) per common share of Pacific Booker (which closed\nat $2.90 per common share on April 24, 2026) represents more than a 45%\ndiscount, appearing to be highly opportunistic in light of the Company's high\nquality assets.\n\nNew Director\n\nIn addition to the above, the Company is pleased to announce that Jonathan\nMcCullough has been appointed as a director of the Company, subject to\nacceptance by the TSX Venture Exchange.\n\nMr. McCullough practiced corporate and securities law for over 35 years, with\na focus on mergers and acquisitions. He was a founding partner of McCullough\nO'Connor Irwin LLP and a partner at Bennett Jones LLP until his retirement in\n2025.\n\nAdvisors:\n\nThe Company has engaged RCI Capital Group Inc. as its financial advisor and\nLaurel Hill Advisory Group as its strategic advisor and information agent in\nrespect of the Hostile Bid. Shareholders who have questions about the Hostile\nBid may contact Laurel Hill Advisory Group at 1-877-452-7184 or by email at\nassistance@laurelhill.com.\n\nIf you would like to be added to or removed from the email newsgroup, please\nsend your request by email to info@pacificbooker.com. We can be contacted by\nphone at 604 681-8556.\n\nOn Behalf of the Board of Directors\n\n\"John Plourde\"\n\nJohn Plourde, Director\n\nContact Information\nJohn Plourde, CEO, President and Director\n(604) 681-8556\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nThis news release contains \"forward-looking information\" within the meaning of\nthe applicable Canadian securities legislation that is based on expectations,\nestimates, projections and interpretations as at the date of this news\nrelease. Any statement that involves discussions with respect to predictions,\nexpectations, interpretations, beliefs, plans, projections, objectives,\nassumptions, future events or performance (often but not always using phrases\nsuch as \"expects\", or \"does not expect\", \"is expected\", \"interpreted\",\n\"management's view\", \"anticipates\" or \"does not anticipate\", \"plans\",\n\"budget\", \"scheduled\", \"forecasts\", \"estimates\", \"believes\" or \"intends\" or\nvariations of such words and phrases or stating that certain actions, events\nor results \"may\" or \"could\", \"would\", \"might\" or \"will\" be taken to occur or\nbe achieved) are not statements of historical fact and may be forward-looking\ninformation and are intended to identify forward-looking information.\nForward-looking information in this news release includes, but is not limited\nto, statements regarding: acceptance by the TSX Venture Exchange of Mr.\nMcCullough's appointment as director of the Company; and the Hostile Bid,\nincluding the timing to file a directors' circular and the Board's\nrecommendation to shareholders. This forward-looking information is based on\nreasonable assumptions and estimates of management of the Company at the time\nsuch assumptions and estimates were made, and involves known and unknown\nrisks, uncertainties and other factors which may cause the actual results,\nperformance or achievements of Pacific Booker to be materially different from\nany future results, performance or achievements expressed or implied by such\nforward-looking information.\n\nSuch factors include, but are not limited to, the risks described in the\nCompany's most recent management discussion and analysis and those risks set\nout in the Company's other public documents filed on SEDAR+ (www.sedarplus.ca)\nunder Pacific Booker's issuer profile. Although the Company believes that the\nassumptions and factors used in preparing the forward-looking information in\nthis news release are reasonable, undue reliance should not be placed on such\ninformation, which only applies as of the date of this news release, and no\nassurance can be given that such events will occur in the disclosed timeframes\nor at all. The Company disclaims any intention or obligation to update or\nrevise any forward-looking information, whether as a result of new\ninformation, future events or otherwise, other than as required by law.\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/294765","article_body_html":"","raw_payload":{"data":{"id":"nNFC1f1bK2","title":"Pacific Booker Minerals Inc. Acknowledges Receipt of Hostile Offer","author":"Newsfile Corp","ticker":"BKM","created":"2026-04-28T21:19:29.253Z","tickers":["BKM"],"exchange":"","article_body":"Vancouver, British Columbia--(Newsfile Corp. - April 28, 2026) - Pacific\nBooker Minerals Inc. (TSXV: BKM) (OTC Pink: PBMLF) (\"Pacific Booker\" or the\n\"Company\") acknowledges the filing of a takeover bid circular by American\nEagle Gold Corp. (\"American Eagle\") pursuant to which American Eagle has\ncommenced an unsolicited all-share takeover bid to acquire all of the issued\nand outstanding common shares of Pacific Booker (the \"Hostile Bid\").\n\nShareholders do not need to take any action\n\nThe Company advises shareholders to take NO action at this time. The Company\nanticipates filing a directors' circular on or about April 29, 2026, which\nwill include the Board's formal recommendation to shareholders in respect of\nthe Hostile Bid.\n\nThe board of directors of the Company (the \"Board\") has formed a Special\nCommittee of independent directors (the \"Special Committee\") to advise the\nBoard in relation to the Hostile Bid. The Special Committee and Board note, as\na preliminary matter, that the consideration offered by American Eagle of 1.41\ncommon shares of American Eagle (with an implied value of approximately $1.59\nbased on the closing price of American Eagle's shares on the TSX Venture\nExchange on April 24, 2026) per common share of Pacific Booker (which closed\nat $2.90 per common share on April 24, 2026) represents more than a 45%\ndiscount, appearing to be highly opportunistic in light of the Company's high\nquality assets.\n\nNew Director\n\nIn addition to the above, the Company is pleased to announce that Jonathan\nMcCullough has been appointed as a director of the Company, subject to\nacceptance by the TSX Venture Exchange.\n\nMr. McCullough practiced corporate and securities law for over 35 years, with\na focus on mergers and acquisitions. He was a founding partner of McCullough\nO'Connor Irwin LLP and a partner at Bennett Jones LLP until his retirement in\n2025.\n\nAdvisors:\n\nThe Company has engaged RCI Capital Group Inc. as its financial advisor and\nLaurel Hill Advisory Group as its strategic advisor and information agent in\nrespect of the Hostile Bid. Shareholders who have questions about the Hostile\nBid may contact Laurel Hill Advisory Group at 1-877-452-7184 or by email at\nassistance@laurelhill.com.\n\nIf you would like to be added to or removed from the email newsgroup, please\nsend your request by email to info@pacificbooker.com. We can be contacted by\nphone at 604 681-8556.\n\nOn Behalf of the Board of Directors\n\n\"John Plourde\"\n\nJohn Plourde, Director\n\nContact Information\nJohn Plourde, CEO, President and Director\n(604) 681-8556\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nThis news release contains \"forward-looking information\" within the meaning of\nthe applicable Canadian securities legislation that is based on expectations,\nestimates, projections and interpretations as at the date of this news\nrelease. Any statement that involves discussions with respect to predictions,\nexpectations, interpretations, beliefs, plans, projections, objectives,\nassumptions, future events or performance (often but not always using phrases\nsuch as \"expects\", or \"does not expect\", \"is expected\", \"interpreted\",\n\"management's view\", \"anticipates\" or \"does not anticipate\", \"plans\",\n\"budget\", \"scheduled\", \"forecasts\", \"estimates\", \"believes\" or \"intends\" or\nvariations of such words and phrases or stating that certain actions, events\nor results \"may\" or \"could\", \"would\", \"might\" or \"will\" be taken to occur or\nbe achieved) are not statements of historical fact and may be forward-looking\ninformation and are intended to identify forward-looking information.\nForward-looking information in this news release includes, but is not limited\nto, statements regarding: acceptance by the TSX Venture Exchange of Mr.\nMcCullough's appointment as director of the Company; and the Hostile Bid,\nincluding the timing to file a directors' circular and the Board's\nrecommendation to shareholders. This forward-looking information is based on\nreasonable assumptions and estimates of management of the Company at the time\nsuch assumptions and estimates were made, and involves known and unknown\nrisks, uncertainties and other factors which may cause the actual results,\nperformance or achievements of Pacific Booker to be materially different from\nany future results, performance or achievements expressed or implied by such\nforward-looking information.\n\nSuch factors include, but are not limited to, the risks described in the\nCompany's most recent management discussion and analysis and those risks set\nout in the Company's other public documents filed on SEDAR+ (www.sedarplus.ca)\nunder Pacific Booker's issuer profile. Although the Company believes that the\nassumptions and factors used in preparing the forward-looking information in\nthis news release are reasonable, undue reliance should not be placed on such\ninformation, which only applies as of the date of this news release, and no\nassurance can be given that such events will occur in the disclosed timeframes\nor at all. The Company disclaims any intention or obligation to update or\nrevise any forward-looking information, whether as a result of new\ninformation, future events or otherwise, other than as required by law.\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/294765"},"type":"article","timestamp":"2026-04-28T21:19:29.30657354Z","server_sent_at_ms":1777411169306},"received_at":"2026-04-28T21:19:29.439Z","source_url":"https://www.newsfilecorp.com/release/294765"},"analysis":{"id":"9207","press_release_id":"11880","analysis_json":{"industry":{"label":"Materials","sector":"Materials"},"redFlags":["takeover bid priced at >45% discount to prior close"],"eventType":"m_and_a","narrative":"Pacific Booker Minerals acknowledged receipt of a hostile all-share takeover bid from American Eagle Gold Corp., offering 1.41 shares per Pacific Booker share. The offer implies a value of approximately $1.59 per share, which represents a significant discount to the Company's recent trading price.\n\nThe Board of Directors has determined that the bid represents more than a 45% discount to the April 24 closing price of $2.90, characterizing the offer as highly opportunistic. Shareholders are advised to take no action pending the release of a directors' circular expected on or about April 29.\n\nTo assist in evaluating the bid, the Board has formed a Special Committee of independent directors and appointed Jonathan McCullough as a new director. Additionally, RCI Capital Group and Laurel Hill Advisory Group have been retained as financial and strategic advisors, respectively.","sentiment":"neutral","agentHooks":{"shouldPost":true,"suggestedAngle":"Hostile bid at a steep discount triggers board defense and special committee formation."},"keyFigures":{"customDimensions":{"exchangeRatio":"1.41","discountToPrice":">45%","currentPricePerShare":"$2.90","impliedValuePerShare":"$1.59"}},"quotedText":"represents more than a 45% discount, appearing to be highly opportunistic in light of the Company's high quality assets","namedEntities":{"people":[{"name":"John Plourde","role":"CEO, President and Director"},{"name":"Jonathan McCullough","role":"Director"}],"products":[],"companies":[{"name":"Pacific Booker Minerals Inc.","ticker":"BKM"},{"name":"American Eagle Gold Corp.","relationship":"acquirer"},{"name":"RCI Capital Group Inc.","relationship":"financial advisor"},{"name":"Laurel Hill Advisory Group","relationship":"strategic advisor"}],"dollarAmounts":[{"amount":"$1.59","context":"implied value per share based on American Eagle's closing price"},{"amount":"$2.90","context":"Pacific Booker's closing price on April 24, 2026"}]},"materialImpact":{"score":5,"reasoning":"Receipt of a hostile takeover bid is a binary M&A event that directly impacts corporate control and shareholder value, warranting the highest materiality score."},"tickerRelevance":{"others":[],"primary":"BKM"},"globalImportance":22,"audienceRelevance":18,"eventTypeSecondary":["board_change"],"importanceComponents":{"tickerTier":"Small/Micro Cap","eventGravity":"M&A / Hostile Bid","householdBrand":false,"sectorInterest":"Materials / Mining"}},"event_type":"m_and_a","event_type_secondary":["board_change"],"sentiment":"neutral","material_impact_score":5,"narrative":"Pacific Booker Minerals acknowledged receipt of a hostile all-share takeover bid from American Eagle Gold Corp., offering 1.41 shares per Pacific Booker share. The offer implies a value of approximately $1.59 per share, which represents a significant discount to the Company's recent trading price.\n\nThe Board of Directors has determined that the bid represents more than a 45% discount to the April 24 closing price of $2.90, characterizing the offer as highly opportunistic. Shareholders are advised to take no action pending the release of a directors' circular expected on or about April 29.\n\nTo assist in evaluating the bid, the Board has formed a Special Committee of independent directors and appointed Jonathan McCullough as a new director. Additionally, RCI Capital Group and Laurel Hill Advisory Group have been retained as financial and strategic advisors, respectively.","key_figures":{"customDimensions":{"exchangeRatio":"1.41","discountToPrice":">45%","currentPricePerShare":"$2.90","impliedValuePerShare":"$1.59"}},"named_entities":{"people":[{"name":"John Plourde","role":"CEO, President and Director"},{"name":"Jonathan McCullough","role":"Director"}],"products":[],"companies":[{"name":"Pacific Booker Minerals Inc.","ticker":"BKM"},{"name":"American Eagle Gold Corp.","relationship":"acquirer"},{"name":"RCI Capital Group Inc.","relationship":"financial advisor"},{"name":"Laurel Hill Advisory Group","relationship":"strategic advisor"}],"dollarAmounts":[{"amount":"$1.59","context":"implied value per share based on American Eagle's closing price"},{"amount":"$2.90","context":"Pacific Booker's closing price on April 24, 2026"}]},"model_name":"glm-4.7","prompt_hash":"sha256:1fc968c3ac7f7ebb","schema_hash":"sha256:1f8af1196c7db48c","created_at":"2026-04-29T00:08:12.265Z","global_importance":22,"audience_relevance":18,"importance_components":{"tickerTier":"Small/Micro Cap","eventGravity":"M&A / Hostile Bid","householdBrand":false,"sectorInterest":"Materials / Mining"}},"durationMs":81776,"modelName":"glm-4.7"}}