American Pacific Mining Acquires Clearview Gold Inc.
American Pacific Mining Acquires Clearview Gold Inc.
Vancouver, British Columbia / May 02, 2023 – American Pacific Mining Corp (CSE:
USGD / OTCQX: USGDF / FWB: 1QC) (“American Pacific” or the “Company”) is
pleased to announce that it has entered into a definitive agreement, pursuant to which
the Company will acquire all of the issued and outstanding common shares of Clearview
Gold Inc (“Clearview”), a private exploration company that is part of the NewQuest
Capital company.
The transaction further cements American Pacific as a premier exploration and
development company, well-positioned to deliver results from three projects being
aggressively advanced under strategic partnerships with well -respected major metal
producers, as well as offer compelling organic growth from a highly prospective pipeline
of 100%-owned mineral exploration projects.
Clearview owns three gold projects located in world-class mining districts of Nevada,
including the Round Mountain, Carlin and Eureka trends. The Ziggurat Project , located
on the northern end of the Rou nd Mountain trend and proximal to the Northumberland
Mine, is currently under a joint venture agreement with Centerra Gold Inc (TSX: CG /
NYSE: CGAU) (“Centerra”). Centerra has the option to spend up to US $6 million to earn
70% of the project over five ye ars. Presently, Centerra is in year two of the earn-in
arrangement and has plans to aggressively explore the project in 2023.
The Danny Boy Mine property is located on the northern extension of the Carlin trend,
adjacent to American Pacific’s Tuscarora pr operty. Clearview has been exploring for
epithermal and Carlin-type gold.
The Alpha Project is proximal to the Carlin and Battle Mountain -Eureka trends and
previous exploration has targeted near-surface Carlin-type oxide gold.
“The strategic rationale of the transaction is compelling on many levels: it provides
American Pacific shareholders with the opportunity to participate in an even more
diversified portfolio, which includes three active exploration projects partnered with major
mining companies —Rio Tinto, Dowa Metals and Mining and now Centerra —plus
discovery exposure with a growing portfolio of highly prospective exploration assets in the
western USA,” says Warwick Smith, CEO of American Pacific. “Th is private acquisition
strengthens our position to create value for all stakeholders.”
Strategic Rationale of the Transaction
The combination of American Pacific and Clearview is based on strong industrial logic
and is in line with the Company’s strategic growth plan, offering American Pacific
shareholders compelling benefits, as highlighted below:
Scale--A large scale platform , which includes three projects with exploration upside ,
funded by major joint venture partners.
Diversification--A portfolio of precious and base metals exploration assets strategically
and geographically focused on tier-one mining jurisdictions in North America: Nevada,
Montana and Alaska.
Capital allocation--Significant work programs at three projects being funded by major
mining company partners, allows American Pacific to deploy its capital to effectively
advance its 100% owned exploration projects in a methodical and strategic manner.
Corporate Profile—The strategic and financial benefits of the transaction will result in an
improved capital markets profile which the Company expects to attract additional
institutional research coverage and institutional and high net-worth investors.
Transaction Details
Under the terms of the Agreement, American Pacific will pay CDN $200,000 and
issue 11.5 million common shares of American Pacific based on the closing share
price on (date of transaction).
The Definitive Agreement for the Transaction includes customary provisions, including
right to match and fiduciary out provisions, as well as certain representations, covenants
and conditions which are customary for a transaction of this nature.
Closing of the Transaction is subject to the receipt of applicable regulatory approvals and
the satisfaction of certain other closing conditions customary for transactions of this
nature.
It is anticipated that any securities to be issued under the Agreement will be offered and
issued in reliance upon the exemption from the registration requirements of the U.S.
Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not
constitute an offer to sell, or the solicitation of an offer to buy, any securities.
The Transaction is expected to be completed during the second quarter of 2023.
Board of Directors’ Recommendations
After consultation with its financial and legal advisors, the Board of Directors of American
Pacific have unanimously approved the entering into of the Definitive Agreement.
About American Pacific Mining Corp.
American Pacific Mining Corp. is a precious and base metals explorer and developer
focused on opportunities in the Western United States. The Company has two flagship
assets; a 14 million tonne, high-grade, Palmer Volcanic Massive Sulfide (VMS) project in
Alaska, under joint -venture partnership with Dowa Metals & Mining, owner of Japan’s
largest zinc smelter and the Company is also partnered wit h Kennecott Exploration, a
division of the Rio Tinto Group, on the past -producing Madison Copper -Gold project in
Montana. For the Madison transaction, American Pacific was selected as a finalist in both
2021 and 2022 for ‘Deal of the Year’ at the S&P Globa l Platts Global Metals Awards, an
annual program that recognizes exemplary accomplishments in 16 performance
categories. Also in American Pacific’s asset portfolio are the Gooseberry Silver -Gold
project and the Tuscarora Gold -Silver project: two high -grade, precious metals projects
located in key mining districts of Nevada, USA. The Company’s mission is to grow by the
drill bit and by acquisition.
About Clearview Gold Inc.
Clearview owns 100% of three gold projects located on world -class mining trends
including the Ziggurat Project on the northern end of the Round Mountain Trend, the
Danny Boy Mine property located on the northern extension of the Carlin trend and the
Alpha Project is proximal to the Carlin and Battle Mountain -Eureka trends. Clearview is
part of NewQuest Capital Inc. a technically driven investment company focused on the
mineral exploration business. NewQuest builds long-term wealth for the company and its
partners via originating and developing high-quality mineral exploration assets.
https://www.nqcapitalgroup.com
On behalf of the American Pacific Mining Corp Board of Directors:
Warwick Smith, CEO & Director
Corporate Office:
Suite 910 – 510 Burrard Street
Vancouver, BC, V6C 3A8 Canada
Investor relations:
Kristina Pillon, High Tide Consulting Corp.,
604.908.1695 / [email protected]
Media relations:
Adam Bello, Primoris Group Inc.,
416.489.0092 / [email protected]
The CSE has neither approved nor disapproved the contents of this news release. Neither
the CSE nor its Regulation Services Provider (as that term is defined in the policies of the
CSE) accepts responsibility for the adequacy or accuracy of this release.)