Everlert, Inc. (OTC: EVLI), Operating as American Gold & Copper Inc., Announces Closing of Transformative Reverse Merger with South American Gold, Copper, and Silver Project

SOUTHLAKE, Texas, May 13, 2026 (GLOBE NEWSWIRE) -- Everlert, Inc. (OTC: EVLI) (“Everlert” or the “Company”), operating under the recently adopted legal name American Gold & Copper Inc., today announced the closing of its previously announced reverse merger transaction, effective May 12, 2026. The transaction was completed through the transfer of the Company’s super-voting preferred control securities to Earth Sciences Fund I LLC (“ESF”) and the simultaneous acquisition by the Company of 100% of American Copper & Gold Inc. (“ACG”), together with its wholly owned subsidiaries South American Copper Ltd. (“SAC”) and Minerasac S.A. S.R.L., which hold the Ascensión de Guarayos gold, copper and silver project in Bolivia. The closing completes the principal steps contemplated by the Letter of Intent previously announced on April 29, 2026.

About the Acquired Business

Through ACG, the Company has acquired indirect ownership of the Ascensión de Guarayos gold, copper and silver project in eastern Bolivia, held through SAC (BVI) and its operating subsidiary Minerasac S.A. S.R.L. The project consists of four contiguous concessions covering approximately 42,175 hectares with mineralization across multiple volcanogenic massive sulfide (VMS) zones. According to information provided by SAC, the project includes more than 90 historical geological reports, approximately $30 million reportedly invested to date, test gold production in the C-Zone since 2014 using a gravity recovery circuit, and a phased development plan estimated by SAC at approximately US$10 million for initial development phases. Certain technical materials also describe an experienced technical and operational team with substantial in-country and international mining experience supporting project advancement. Resource estimates are preliminary, not NI 43-101 compliant, have not been independently verified, and should not be relied upon as current compliant mineral resources or reserves. Updated geological reporting and third-party valuation work are included within the Company’s planned post-closing roadmap.

Richard Hawkins, CEO, said: “The closing of this reverse merger is a transformative milestone for our shareholders. With voting control vested in Earth Sciences Fund I LLC and the share exchange now complete, we have completed the principal corporate steps required to position American Gold & Copper Inc. as a focused public-market platform for development of this project. Our planned post-closing roadmap reflects our commitment to building the Company with the governance, reporting infrastructure, and technical foundation necessary to support contemplated development and capital markets objectives.”

Brent Nelson, President of South American Copper Ltd., added: “This closing positions our Bolivian development-stage mining assets within a U.S. publicly traded platform with a clear strategic roadmap for technical advancement, audit readiness, broader market access, and long-term development. This project represents my most significant personal capital commitment and more than a decade of development effort, and I am excited to see it move into its next phase as part of American Gold & Copper Inc.”

Planned Post-Closing Strategic Roadmap

Following closing, management has established the following planned post-closing strategic roadmap intended to support development of the combined business, transition to full SEC reporting status, broader market access, and pursuit of a senior U.S. exchange listing:

1. Pursuit of up to $10 million in non-debt equity financing to support working capital, project development, audit, and listing-related costs.
2. Frankfurt Stock Exchange dual listing to broaden international investor access alongside U.S. market development.
3. Form 211 (Rule 15c2-11) broker filing through a sponsoring broker-dealer to support public quotation under updated issuer information.
4. Planned Nevada-to-Texas redomicile, aligning the Company’s jurisdiction with post-closing operational and management objectives.
5. FINRA corporate action filing for name and symbol change to American Gold & Copper Inc.; requested symbol preferences AGCI, AGCX, and AMGC. Common stock will continue trading under “EVLI” unless and until such corporate action becomes effective.
6. Completion of the formally engaged two-year PCAOB audit supporting Form 10 registration and broader SEC reporting objectives.
7. Preparation and filing of a Form 10 registration statement with the SEC under Section 12 of the Exchange Act to become a fully SEC-reporting issuer.
8. Pursuit of a senior U.S. exchange uplisting, subject to completion of required audits, SEC reporting milestones, and satisfaction of applicable listing standards.
9. Expansion of executive management and board composition with mining, capital markets, audit committee, and public-company governance experience.
10. Third-party valuation work supporting purchase price accounting, disclosure obligations, and capital markets initiatives.
11. Updated geological reporting prepared or supervised by qualified professionals toward S-K 1300 and/or NI 43-101 compliant disclosure, as applicable.
    

Summary of Closing Terms

The transaction was effected on May 12, 2026, pursuant to a Master Transaction Agreement, Stock Purchase Agreement, and Share Exchange Agreement, together with related ancillary agreements. Key terms include a Two-step coordinated closing. Richard Hawkins transferred the Company’s Series G and Series D preferred control securities to ESF, vesting voting control, and the Company simultaneously acquired 100% of ACG, which holds SAC and Minerasac S.A. S.R.L. Each transaction leg was expressly conditioned upon the contemporaneous closing of the other.

Additional transaction mechanics and supplemental information are expected to be disclosed through OTC Markets filings.

About South American Copper, Ltd.

South American Copper, Ltd. is a British Virgin Islands company and wholly owned subsidiary of American Copper & 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 S.A. 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: https://southamericancopper.com/about/.

For additional background, South American Copper’s January 2026 Corporate Business Summary provided by the company can be viewed here: South American Copper Business Summary

About Everlert, Inc. (now operating as American Gold & Copper Inc.)

Everlert, Inc. (OTC: EVLI), a Nevada corporation now operating under the legal name American Gold & Copper Inc., is a U.S. public company focused on the acquisition, development, and advancement of mineral resource opportunities. Following the closing of the reverse merger transaction announced in this release, the Company’s initial operating focus is the advancement of the Ascensión de Guarayos gold, copper and silver project in eastern Bolivia through its wholly owned subsidiaries American Copper & Gold Inc., South American Copper Ltd., and Minerasac S.A. S.R.L.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the completed reverse merger transaction; the Company’s planned post-closing strategic roadmap, including contemplated financing initiatives, potential exchange listings, Form 211 filing, possible redomicile, FINRA corporate actions, PCAOB audit completion, SEC registration, management expansion, valuation work, and updated geological reporting; the anticipated timing or completion of any such initiatives; the future development of the acquired mining assets; 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 and exchange approvals, FINRA review timing, audit completion, SEC review timing, the Company’s ability to satisfy listing standards, executive recruitment, valuation outcomes, updated geological reporting results, commodity price volatility, political and operating risks in Bolivia, risks inherent in mineral exploration and production, and other customary risks associated with development-stage public company mining operations.

Certain technical, resource, operational and valuation information referenced in this release has been derived from materials prepared and provided by the ACG / SAC / Minerasac group and has not been independently verified by the Company. Resource estimates referenced are not NI 43-101 or S-K 1300 compliant and should not be relied upon as current compliant mineral resources or reserves.

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:
Richard Hawkins
President and CEO
Everlert, Inc. (now operating as American Gold & Copper Inc)
Email: everlertinfo@gmail.com
Web: https://southamericancopper.com/about/

Legal Disclaimer:

EIN Presswire provides this news content "as is" without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. If you have any complaints or copyright issues related to this article, kindly contact the author above.