American Pacific Announces Non-Brokered LIFE Financing of up to $7.5 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
American Pacific Announces Non-Brokered LIFE Financing of up to $7.5 Million
Vancouver, British Columbia – January 20, 2026 — American Pacific Mining Corp (CSE: USGD / OTCQX: USGDF
/FSE:1QC1) (“American Pacific ” or the “ Company”) is pleased to announce a non -brokered private placement
offering (the “Private Placement” or “Offering”) of up to 34,090,909 units at a price of $0.22 per unit, for aggregate
proceeds of up to $7,500,000. Each Unit will consist 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 will entitle the holder
thereof to acquire one additional Share (a “ Warrant Share”) at a price of $0.32 per Warrant Share for a per iod of
three years from closing.
The Units will be offered for sale to purchasers resident in certain provincial jurisdictions of Canada (the
“Canadian Offering Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of National
Instrument 45-106 Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935
– Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing
Exemption”). The securities issuable from the sale of Units under the Listed Issuer Financing Exemption will not
be subject to a resale hold period.
The offering document (the “Offering Document”) related to the Offering that can be accessed under the
Company’s profile at www.sedarplus.ca and on the Company’s website at www.americanpacificmining.com.
Prospective investors should read this Offering Document before making an investment decision.
The Units may also be offered in the United States or to, or for the account or benefit of, U.S. persons pursuant to
exemptions from the registration requirements provided for under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) and the regulations thereunder, and in jurisdictions outside of Canada and
the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws,
provided that no prospectus, registration statement or other similar document is required to be filed in such
jurisdiction. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold
period of four months under applicable securities laws in Canada, in addition to any resale restrictions applicable
in the purchaser’s jurisdiction.
The Company intends to use the net proceeds from the Offering for exploration and development on the
Company’s Madison Project, and other mineral exploration and development projects as well as for general
corporate purposes. Closing of the Offering is expected to occur as soon as practicable. The Company expects to
pay finders’ fees in connection with the Offering to eligible arm’s length finders in accordance with applicable
securities laws and the policies of the Canadian Securities Exchange. Eventus Capital Corp. has been appointed as
a Finder in connection with the Offering.
Completion of the Offering is subject to certain customary closing conditions including, but not limited to, receipt
of all necessary regulatory approvals, including any applicable approval of the CSE.
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
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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 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
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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
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 forward-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 costs 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 operating 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.