American Pacific Announces Sale of Palmer Copper-Zinc VMS Project to Vizsla Copper for $15 Million in Equity Plus up to $15 Million in Milestone Payments
American Pacific Announces Sale of Palmer Copper-Zinc VMS Project to Vizsla Copper for $15
Million in Equity Plus up to $15 Million in Milestone Payments
Vancouver, B.C. – November 13, 2025 – 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 share purchase agreement (the “Share Purchase Agreement”) with Vizsla Copper
Corp. (“Vizsla” or the “Purchaser”) for the sale of the Palmer VMS Project, located in southeast
Alaska (the “ Palmer Project ”), pursuant to which Vizsla will acquire all of the issued and
outstanding securities of Constantine Metal Resources Ltd. (“Subco”), a wholly-owned subsidiary
of American Pacific (the “Acquisition”).
“Palmer has long stood out to us as one of Alaska’s top critical metals opportunities,” commented
Warwick Smith, CEO of American Pacific. “Our strategy has always centered around executing
transactions that deliver value and upside for our shareholders, and we see the best path forward
for Palmer as one that’s led by a dedicated group with the resources to unlock the exploration
upside. Vizsla’s leadership team has been behind multiple billion-dollar valuations (Vizsla Silver,
Skeena Resources), with the proven technical abilities and commitment necessary to move
Palmer forward expeditiously during what we believe will be the most exciting critical metals
market in generations. We are excited to participate as significant shareholders of Vizsla as they
endeavor to realize the full potential of Palmer.”
Craig Parry, Vizsla Copper’s Chairman and CEO, commented: “This is a transformational day for
Vizsla Copper. I’ve spent the past 25 years searching for high -grade copper deposits and
understand how rare it is to find a project like Palmer, and even rarer t o find one in such a
strategic location. High-grade projects like Palmer allow for tremendous flexibility when it comes
to delivering environmentally sustainable small footprint operations. Importantly, we pride
ourselves on working constructively in colla boration and consultation with traditional
landowners and communities and look forward to engaging positively with people and groups in
the region.”
Parry continued: “The world and the United States are desperate for critical mineral projects,
further emphasizing the importance of Palmer. Simply put, this is the right asset at the right time.
We thank the team at American Pacific for working to complet e this agreement in a timely
manner. We look forward to deploying a two -pronged approach in 2026, advancing the Palmer
Project in Alaska while simultaneously advancing the Thira discovery in British Columbia,
resulting in year-round exploration and news flow. The team and I look forward to building Vizsla
Copper into the preeminent North American critical minerals explorer.”
Terms of the Share Purchase Agreement
Under the terms of the Share Purchase Agreement, Vizsla Copper will acquire all of the
outstanding shares of Subco in for $15,000,000 which shall be settled through the issuance of
post-Consolidation common shares in the capital of Vizsla (“Common Shares ”, and as issued
hereunder the “ Consideration Shares”). The Consideration Shares shall be issued at the same
price of the common shares issued by Vizsla’s in its financing (discussed below) expected to close
concurrently with the closing of the Acquisition.
Vizsla has also agreed to make the following milestone payments to American Pacific
(collectively, the “Milestone Payments”):
• $5,000,000 payable upon the public disclosure by Vizsla of an updated mineral resource
estimate for the Palmer Project prepared in accordance with National Instrument 43-101
– Standards of Disclosure for Mineral Projects (“NI 43-101”), which delineates a total of
not less than 22 million tonnes of mineralized material; and
• $10,000,000 payable upon the commencement of commercial production at the Palmer
Project.
Each Milestone Payment shall be satisfied either by cash payment or, at the election of Vizsla, (i)
by the issuance of Vizsla Shares (the “ Milestone Shares”), or (ii) by any combination of cash
payments and Milestone Share issuances, provided that Vizsla obtains any approval required
under applicable e xchange policies for any issuance of Milestone Shares. The number of any
Milestone Shares to be issued shall be determined by dividing the dollar amount by the market
price on the applicable payment date , subj ect to a maximum issuable in accordance with
exchange requirements.
In connection with the Acquisition, American Pacific has agreed to a series of protective
covenants in favour of the Purchaser, including a 36-month standstill restricting it from acquiring
additional securities of Vizsla or seeking to influence management or board composition; an
obligation to vote any shares of Vizsla held in accordance with the recommendations of the
Vizsla’s board of directors; prohibitions on short sales, hedging or derivative transactions; and
requirements to provide advance notice of any future share sales and to cooperate in ensuring
an orderly market. American Pacific will not have any board nomination, information, anti -
dilution, pre-emptive, top-up or participation rights.
Vizsla has launched the concurrent financing of up to $25,000,000 to advance exploration at the
Palmer Project, which, assuming successful closing of the entire amount, would result in
American Pacific being a cornerstone shareholder.
The Share Purchase Agreement provides that the Acquisition is subject to several conditions
including, among other things, completion of the concurrent financing for aggregate gross
proceeds of at least $5,000,000, and receipt of all regulatory approvals and third-party consents,
including Exchange approval.
The Acquisition is an arms’ length agreement. No finder ’s fee will be payable to any party with
respect to the Acquisition.
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 flagship asset is the 100%-owned
Madison Project, a past-producing 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
Global Platts Metals Awards, an annual program that recognizes exemplary accomplishments in
16 performance categories. Also, in Americ an Pacific’s asset portfolio are three high -grade,
precious metals projects located in key mining districts of Nevada, USA: the Ziggurat Gold project,
the Gooseberry Silver -Gold project; and the Tuscarora Gold -Silver project. The Company’s
mission is to grow by the drill bit and by acquisition.
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 contact:
Kristina Pillon, High Tide Consulting Corp.
604.908.1695 / [email protected]
Media relations contact:
Adam Bello, Primoris Group Inc.
416.489.0092 / [email protected]
Full disclosure can be found in our NI 43-101 Technical Report for the Madison Project at
www.americanpacificmining.com.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this
news release.
FORWARD-LOOKING STATEMENTS
This news release includes certain statements and information that constitute forward -looking
information within the meaning of applicable Canadian securities laws. All statements in this news release,
other than statements of historical facts, are forward -looking statements. Such forward -looking
statements and forward-looking information specifically include, but are not limited to, statements that
relate to the completion of the Acquisition and the concurrent financing, and timely receipt of all necessary
approvals.
Any statements or information that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often,
but not always, using words or phrases such as "expects", "anticipates", "believes", "plans", "estimates",
"intends", "targets", "goals", "forecasts", "objectives", "potential" or variations thereof or stating that
certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be
achieved, or the negative of any of these terms and similar expressions) are not statements of historical
fact and may be considered forward-looking information. The Company's forward-looking information is
based on the assumptions, beliefs, expectations and opinions of management as of the date of this press
release and include but are not limited to information with respect to, the completion of the Acquisition
and the concurrent financing, and timely receipt of all necessary approvals. Other than as required by
applicable securities laws, the Company does not assume any obligation to update forward-looking
information if circumstances or management's assumptions, beliefs, expectations or opinions should
change, or changes in any other events affecting such statements or information. For the reasons set
forth above, investors should not place undue reliance on forward-looking information.