American Pacific Announces Closing of $9.75M Non-Brokered LIFE Financing
American Pacific Announces Closing of $9.75M Non-Brokered LIFE Financing
Vancouver, British Columbia – February 5, 2026 — American Pacific Mining Corp (CSE: USGD / OTCQX: USGDF /
FSE:1QC1) (“American Pacific” or the “ Company”) is pleased to announce that, further to its news releases of
January 20, 2026, it has closed its non-brokered private placement offering (the “Private Placement” or “Offering”)
issuing 44,318,182 units at a price of $0.22 per unit raising aggregate proceeds of $9,750,000.04.
Each Unit consists of one common share in the capital of the Company (a “ Share”) and one -half of one Share
purchase warrant (each whole warrant, a “ Warrant”). Each Warrant entitle s the holder thereof to acquire one
additional Share (a “ Warrant Share”) at a price of $0.32 per Warrant Share until February 5, 2029 (the “ Expiry
Date”).
“We are very pleased to close this $9.75M financing and deeply appreciate the strong support from both new and
existing investors who share our vision for American Pacific,” commented CEO Warwick Smith. “We are now fully-
funded for a robust drill program at the Madison Copper-Gold Project in Montana, where we plan to test both skarn
and porphyry targets. With rising gold and copper prices providing a constructive backdrop for explorers, and the
recent Project Vault announcement by the Trump administration u nderscoring the strategic importance of US -
based metal supply, we believe American Pacific is exceptionally well -positioned to benefit from both project and
macro tailwinds as we begin our next phase of work at Madison later this quarter.”
The Company paid aggregate finder’s fees of $ 623,431.60 in cash and issued 2,747,780 finder’s warrants (the
“Finder’s Warrants ”) to Clarus Securities Inc., Eventus Capital Corp., Ventum Financial Corp., Research Capital
Corporation, Canaccord Genuity Corp., and Haywood Securities Inc. The Finder’s Warrants are non -transferable,
exercisable at prices of $0.22 and $0.32 per Share until the Expiry Date and are subject to the 4-month hold period
as required by Canadian securities laws.
The Company intends to use the net proceeds from the Offering for exploration and development on the Company’s
Madison Copper -Gold Project, other mineral exploration and development projects, and for general corporate
purposes.
The Private Placement was conducted under (i) the listed issuer financing exemption as per Part 5A of National
Instrument 45-106 – Prospectus Exemptions to qualified investors in Canada, and (ii) otherwise in those jurisdictions
where the Private Placement can lawfully be made including the United States under applicable private placement
exemptions. As a result, the securities issued are not subject to a hold period under the prevailing Canadian
securities laws. The securities issued to investors located in the United States are subject to resale restrictions in
the United States.
In connection with the Private Placement, the Company filed an Offering Document dated January 20, 2026, as
amended and restated on January 20, 2026, which is available on the Company’s SEDAR+ profile at
www.sedarplus.ca and on www.americanpacificmining.com.
The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act
or any state securities laws and may not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless
an exemption from such registration is available. This news release does not constitute an offer for sale of securities
for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must
be made by means of a prospectus containing detailed information about the Company and management, as well
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as financial statements. “United States” and “U.S. person” have the respective meanings assigned in Regulation S
under the U.S Securities Act.
About American Pacific Mining Corp.
American Pacific Mining Corp. is a precious and base metals explorer focused on opportunities in the Western
United States. The Company’s flagship asset is the 100% -owned past-producing Madison Copper -Gold Project in
Montana. For the acquisition of Madison, 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. Through a 2025 transaction w ith Vizsla Copper, American Pacific
has established a major equity position and secured $15M in aggregate milestone upside exposure to the advanced
exploration stage Palmer Copper-Zinc VMS Project in Alaska. Also, in American Pacific’s portfolio are several high-
grade, precious metals projects located in key mining districts in Nevada, on which the Company intends to transact.
The Company’s mission is to provide shareholders discovery and exploration upside exposure across its portfolio
through partnerships, spin-outs and direct exploration.
On Behalf of 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]
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.
FORWARD-LOOKING STATEMENTS
When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”,
“predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology
are intended to identify forward-looking statements and information (collectively referred to as “forward -looking
information”. Although the Company believes, in light of the experience of their respective officers and directors,
current conditions and expected future developments and other factors that have been considered appropriate, that
the expectations reflected in forward-looking information in this press release are reasonable, undue reliance should
not be placed on them because the parties can give no assurance that such statements will prove to be correct. The
forward-looking information in this press release include, amongst others: the terms of the Offering, the anticipated
closing of the Offering, the ability of the Company to complete the Offering, the approval of the Offering by the CSE,
and the intended use of proceeds of the Offering. Such statements and information reflect the current view of the
Company. There are risks and uncertainties that may cause actual results to differ materially from those
contemplated in the forward-looking information.
By their nature, forward -looking information involves known and unknown risks, uncertainties and other factors
which may cause actual results, performance or achievements, or other future events, to be materially different
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from any future results, performance or achievements expressed or implied by such forward -looking information.
There are a number of important factors that could cause the Company’s actual results to differ materially from
those indicated or implied by for ward-looking information. Such factors include, among others: currency
fluctuations; limited business history; disruptions or changes in security markets; results of operation activities and
development of projects; project cost overruns or unanticipated c osts and expenses; and general development,
market and industry conditions. The Company undertakes no obligation to comment on analyses, expectations or
statements made by third parties in respect of their securities or their respective financial or operat ing results (as
applicable). The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the
Company’s forward -looking information to make decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.
The Company has assumed that the material factors referred to in the previous paragraph will not cause such
forward-looking information to differ materially from actual results or events. However, the list of these factors is
not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual
outcome of such items or factors. The forward -looking information contained in this press release represents the
expectations of the Company as of the date of this press release and, accordingly, are subject to change after such
date. The Company does not undertake to update this information at any particular time except as required in
accordance with applicable laws.