Proposed Acquisition Represents an Important Step in the Company’s Strategy to Build a U.S.-Focused Portfolio of Copper and Precious Metals AssetsSOUTHLAKE, Texas, June 26, 2026 (GLOBE NEWSWIRE) -- Everlert, Inc. (OTC: EVLI) (“Everlert” or the “Company”), operating under the recently adopted legal name American Gold &amp; Copper Inc., announced that it has executed a Memorandum of Understanding (“MOU”) with Rimrock Exploration Partners, LLC (“Rimrock”) providing the framework under which American Gold &amp; Copper would acquire a 100% interest in the Rimrock Copper-Gold Project located in Lander County, Nevada. The MOU establishes the principal terms under which the parties intend to negotiate a Definitive Acquisition Agreement over the next ninety (90) days, subject to customary technical, legal, environmental, financial, and title due diligence. The proposed acquisition represents an important step in American Gold &amp; Copper’s strategy of assembling a portfolio of U.S.-based precious and base metals exploration assets. A District-Scale Copper-Gold Opportunity According to information provided by Rimrock and historical technical materials made available to the Company, the Rimrock Project consists of approximately 77 unpatented federal mining claims covering approximately 1,540 acres (623 hectares) in Nevada’s Battle Mountain Mining District, one of North America’s most productive mineral belts. Historical exploration completed over many years has identified a 17-kilometer corridor of hydrothermal alteration, copper-gold geochemistry, geophysical anomalies, and multiple drill-ready exploration targets interpreted to represent both epithermal copper-gold mineralization and a potentially larger porphyry copper-gold system at depth. “The execution of this Memorandum of Understanding represents an important milestone in our evaluation of the Rimrock Project,” said Brent Nelson, Executive Chairman of American Gold &amp; Copper. “We believe the project exhibits geological characteristics that warrant comprehensive technical and commercial due diligence. The MOU provides a structured framework for both parties to complete that work while negotiating a definitive acquisition agreement, and we look forward to working closely with the Rimrock team throughout that process.” The Company believes the Rimrock Project aligns well with its strategy of acquiring and advancing precious and base metals opportunities located within established mining jurisdictions. Project highlights, based on historical exploration work and information provided by Rimrock, include: <ul type="disc"><li style="margin-bottom:12pt;">A continuous 17-kilometer corridor of hydrothermal alteration, geochemical anomalies, and geophysical targets.</li><li style="margin-bottom:12pt;">Multiple drill-ready targets, including the Northern Snowstorm Mine target, where historical drilling and geophysical surveys have identified copper-gold mineralization.</li><li style="margin-bottom:12pt;">Geological characteristics interpreted to be consistent with both epithermal copper-gold mineralization and a potentially deeper porphyry copper-gold system.</li><li style="margin-bottom:12pt;">Coincident gravity, magnetic, induced polarization (IP), CSAMT, hyperspectral, and geochemical anomalies identified through prior exploration programs.</li><li style="margin-bottom:12pt;">Historical production from the Snowstorm Mine area, including high-grade silver, gold, and lead mineralization.</li><li style="margin-bottom:12pt;">Existing infrastructure and access via Battle Mountain, Nevada, and Interstate 80.</li></ul> Historical exploration and technical work reviewed by the Company indicate that the project exhibits geological characteristics commonly associated with both shallow precious metals systems and deeper porphyry-style copper-gold mineralization within the Battle Mountain-Eureka trend. The Potential of Porphyry Copper-Gold Systems Porphyry copper-gold systems are among the world’s largest mineral deposit types and have supported many long-life mining operations. The geological characteristics identified through historical exploration at Rimrock will be evaluated by the Company as part of its technical due diligence to determine whether they support continued exploration and future development planning. Transaction Highlights Under the terms of the Memorandum of Understanding: <ul type="disc"><li style="margin-bottom:12pt;">American Gold &amp; Copper would acquire 100% of the Rimrock Project together with associated technical data, exploration records, and related intellectual property.</li><li style="margin-bottom:12pt;">The parties have established a preliminary project valuation range of approximately US$8 million to US$12 million, subject to completion of due diligence and final negotiations.</li><li style="margin-bottom:12pt;">Consideration is expected to consist primarily of common shares of American Gold &amp; Copper, with the final share issuance to be determined based upon the agreed valuation, capitalization at closing, regulatory considerations, and the terms of the definitive agreement.</li><li style="margin-bottom:12pt;">American Gold &amp; Copper has agreed to maintain the mineral claims by paying required federal and county holding fees during the due diligence period.</li><li style="margin-bottom:12pt;">If the proposed acquisition is completed, the Company currently anticipates evaluating an initial exploration program that may include reverse circulation and core drilling, geological studies, geochemistry, permitting, environmental work, and related exploration activities designed to further evaluate the project. </li></ul> Dr. Criss Capps, Vice President of Mining, Exploration and Geology, added, “The Rimrock Project has been the subject of extensive historical exploration and exhibits several geological characteristics that warrant additional technical review. The due diligence period established under the MOU will allow the Company to further evaluate the available geological, geochemical, and geophysical information before determining whether to proceed with a definitive acquisition.” Next Steps American Gold &amp; Copper has been granted a 90-day due diligence period during which it expects to conduct comprehensive technical, legal, environmental, financial, and title reviews while negotiating a Definitive Acquisition Agreement. There can be no assurance that a definitive agreement will be executed or that the proposed acquisition will ultimately be completed. About South American Copper, Ltd. <a href="https://www.globenewswire.com/Tracker?data=q6lGVfZZG1xopSQsmQFFY3gI3V3a_84asQP8P60BVdSDVG0GeAfUsAq0qyEf8V3xA-JJn6iUrMa_wFjpo3zxhmlkKaQMqmal2MOCR0zaR_RSV0tzGEi6EuIzIw3Q9bY6" rel="nofollow" target="_blank" title="South American Copper, Ltd">South American Copper, Ltd</a>. is a British Virgin Islands company and wholly owned subsidiary of American Copper &amp; Gold Inc., focused on the development and advancement of precious and base metals mining assets in South America. Through its wholly owned Bolivian operating subsidiary, Minerasac SA S.R.L., the company controls the Ascensión de Guarayos gold, copper and silver project in eastern Bolivia, including substantial mineral concession holdings, related surface rights, established infrastructure, operating permits, and multiple development-stage mineral targets. Additional information is available on the company’s corporate website here: <a href="https://www.globenewswire.com/Tracker?data=elnWb284gnRucOXYPLgAGAnojycBJe75L-SmTI8aK5etDMPc139cpiA-pFM9ti7VffclCcqMCDS0ns3Uaf84sKw5_UrZSSedrHfVmWyzG1ZRctwhpauiFNye9HYNWY0CDceg-XhumCKohrc6TjdPtA==" rel="nofollow" target="_blank" title="">https://southamericancopper.com/about/</a>. For additional background, South American Copper’s January 2026 Corporate Business Summary provided by the company, can be viewed here: <a href="https://www.globenewswire.com/Tracker?data=q6lGVfZZG1xopSQsmQFFY3gI3V3a_84asQP8P60BVdRFMkq4uvfqXrH5PD0BMrTwV2pE3B3uoLkQeogH4bCDS36zBUQWUtzSnYsd_3uvZNmMrsr3KpOXq6--3mMxGBrLCMn4tYszucxfpwRWl3enKPBVqgMqSXchzfnv4Y2lJurjmZo-RCbkL26UQqoxO5psIeacjWTu5SPxmJ_L2ENE4g==" rel="nofollow" target="_blank" title="South American Copper Business Summary">South American Copper Business Summary</a> About Everlert, Inc. (now operating as American Gold &amp; Copper Inc.) Everlert, Inc. (OTC: EVLI), a Nevada corporation now operating under the legal name American Gold &amp; Copper Inc., is a U.S. public company focused on the acquisition, evaluation, development, and advancement of strategic copper, gold, silver, and related mineral resource opportunities. Following the recently completed reverse merger transaction, the Company’s initial operating focus is the continued technical evaluation and advancement of the Ascensión de Guarayos copper-gold-silver project in eastern Bolivia through its wholly owned subsidiaries American Copper &amp; Gold Inc., South American Copper Ltd., and Minerasac SA S.R.L. Forward-Looking Statements This press release contains forward-looking statements, including statements regarding the Company’s strategic plans for the continued evaluation and advancement of its Bolivian mining assets; anticipated additional technical review, exploration planning, development initiatives, financing activities, potential exchange listings, management expansion, and other statements that are not historical facts. Forward-looking statements are generally identified by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “potential,” “may,” “could,” “will,” and similar expressions. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including risks relating to capital availability, regulatory approvals, technical evaluation outcomes, commodity price volatility, political and operational risks in Bolivia, environmental and permitting matters, risks inherent in mineral exploration and development, and other risks associated with development-stage public companies. Certain technical and project information referenced in this release is derived from historical technical reports and supplementary technical materials reviewed by independent consultants. Such information has not been updated into a current technical report and should not be relied upon as a current compliant mineral resource or reserve estimate. Readers should not place undue reliance on forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update such statements except as required by law. This release does not constitute an offer to sell or solicitation of an offer to buy any securities. Investor Relations Contact: Everlert, Inc. (now operating as American Gold &amp; Copper Inc) Email: <a href="https://www.globenewswire.com/Tracker?data=Sf1w8VlXUzygFVED6qPq4hFSkbKSXrAowVOvvtNn9rJ4K66Jca1iWHji3e3Fa8WCAZpIBo8g03b-WJAKkTnWH_iV34edzjc6_0RKsw9R2eM=" rel="nofollow" target="_blank" title="everlertinfo@gmail.com">everlertinfo@gmail.com</a> Web: <a href="https://www.globenewswire.com/Tracker?data=elnWb284gnRucOXYPLgAGAnojycBJe75L-SmTI8aK5etDMPc139cpiA-pFM9ti7VEE9MoZM3GXy4hk0ApWQZjNbshXnTtReTjYe8df6mAw-M36S0Els_PtSll1KLv8a4IGcXl9behoAG7H8uuQoJig==" rel="nofollow" target="_blank" title="">https://southamericancopper.com/about/</a> <img alt="" src='https://ml.globenewswire.com/media/ZjdlZjhlNzctNDA0OC00ZDRmLWFkNGEtMjZkYjA2NGIxNTNjLTUwMDE1NjY2Ny0yMDI2LTA2LTI2LWVu/tiny/Everlert-Inc-.png' referrerpolicy='no-referrer-when-downgrade' />

Everlert, Inc. (OTC: EVLI), Operating as American Gold & Copper Inc., Signs Memorandum of Understanding for Proposed Acquisition of the Rimrock Copper-Gold Project in Nevada

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