American Gold & Copper's Nevada Gambit: A Strategic Pivot to US Soil

SOUTHLAKE, TX – June 26, 2026 – In a move that signals a significant strategic pivot, the newly rebranded American Gold & Copper Inc. (OTC: EVLI), formerly Everlert, Inc., has announced the signing of a Memorandum of Understanding (MOU) for the proposed acquisition of the Rimrock Copper-Gold Project in Nevada. This step represents the company's first major foray onto U.S. soil, potentially diversifying its portfolio away from its initial focus on a South American asset and into one of North America's most prolific and stable mining jurisdictions.

The proposed deal would see American Gold & Copper acquire a 100% interest in the project from Rimrock Exploration Partners, LLC. While the MOU is non-binding and contingent on a 90-day due diligence period, it marks a critical milestone for a company that has undergone a complete transformation in recent months. Following a reverse merger completed in May, the entity shed its former identity and emerged with a new name, a new management focus, and a clear mandate: to build a portfolio of strategic copper and gold assets.

A Strategic Shift to Solid Ground

Until now, American Gold & Copper's primary asset has been the Ascensión de Guarayos project in eastern Bolivia, a property described by management as "shovel-ready" with a history of test production. However, operating in South America carries inherent political and operational risks, and the project's historical resource estimates have not yet been updated to meet modern, compliant standards like NI 43-101. The move into Nevada, therefore, is more than just an acquisition; it's a calculated diversification into a jurisdiction renowned for its legal stability, established infrastructure, and rich mineral endowment.

By targeting a project in the heart of Nevada's Battle Mountain Mining District, the company is planting its flag in a region with a storied history of producing vast quantities of gold, silver, and copper. For a junior exploration company trading on the OTC market, establishing a foothold in a top-tier U.S. jurisdiction can significantly de-risk its profile in the eyes of investors. It aligns with the company's stated ambitions to transition to full SEC reporting status and eventually list on a senior U.S. exchange, a path that is often smoothed by having a flagship asset in a stable, domestic location.

Unearthing the Porphyry Promise of Rimrock

The allure of the Rimrock Project lies not just in its address but in its geological potential. Historical exploration data points to what could be a district-scale opportunity. The project, comprising 77 unpatented mining claims over 1,540 acres, sits on a massive 17-kilometer corridor of hydrothermal alteration—a key geological indicator for mineral deposits.

More importantly, the data suggests the presence of a potentially large porphyry copper-gold system. For the uninitiated, porphyry deposits are the mining world's titans. These massive, low-to-medium grade deposits are among the world’s largest sources of copper and gold and can support mining operations for decades. The geological, geochemical, and geophysical anomalies identified at Rimrock are consistent with the signatures of these valuable systems, alongside shallower, higher-grade epithermal mineralization.

Brent Nelson, Executive Chairman of American Gold & Copper, expressed cautious optimism in the official announcement. “The execution of this Memorandum of Understanding represents an important milestone in our evaluation of the Rimrock Project,” he stated. “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.”

Decoding the Deal: Valuation and Shareholder Stakes

The framework of the proposed transaction values the Rimrock Project in a preliminary range of US$8 million to US$12 million. Crucially, the payment is expected to consist primarily of common shares of American Gold & Copper. This is a classic strategy for a development-stage company, allowing it to acquire a promising asset without depleting its cash reserves, which are vital for funding exploration and drilling programs.

For current and prospective shareholders of EVLI, this structure presents a double-edged sword. On one hand, a successful acquisition and subsequent exploration success could create significant value, leveraging the company's stock. On the other, issuing potentially millions of new shares to fund the acquisition will lead to shareholder dilution. The ultimate impact will hinge on whether the value unlocked from the Rimrock Project outweighs the increase in the number of outstanding shares. This high-stakes dynamic is characteristic of the junior mining sector, where speculative potential is weighed against tangible financial risks.

The 90-Day Gauntlet: Due Diligence and Inherent Risks

The next three months will be critical. The 90-day due diligence period grants American Gold & Copper the exclusive right to scrutinize every aspect of the Rimrock Project. This is not a formality; it is a deep dive into technical data, legal title, environmental liabilities, and financial viability. The company's technical team will pour over historical reports to verify the geological models and determine if the data supports the porphyry potential.

Dr. Criss Capps, the company’s Vice President of Mining, Exploration and Geology, emphasized the methodical nature of this process. “The Rimrock Project has been the subject of extensive historical exploration and exhibits several geological characteristics that warrant additional technical review,” Dr. Capps noted. “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.”

There can be no guarantee that the deal will close. Unforeseen issues with historical data, title claims, or environmental regulations could scuttle the agreement. However, the company has committed to maintaining the mineral claims by paying required federal and county fees during this period, a tangible sign of its serious intent. Should the acquisition proceed, American Gold & Copper anticipates an initial exploration program involving drilling, geological studies, and permitting—the first steps on a long road that could, if successful, lead to a major new discovery in one of America's great mining districts.