American Pacific Closes $4,500,000 Non-Brokered Private Placement
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American Pacific Closes $4,500,000 Non-Brokered Private Placement
Vancouver, British Columbia / April 16, 2024 – American Pacific Mining Corp (CSE: USGD / OTCQX:
USGDF / FWB: 1QC) (“American Pacific” or “the Company”) is pleased to announce the closing of its non-
brokered private placement (the “Private Placement”) raising gross proceeds of $4,500,000 through the
issuance of 22,500,000 units (the “Units”) at a price of $0.20 per Unit.
Each Unit consists of one common share in the capital of the Company (a “ Share”) and one-half of one
transferable Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder
to purchase one additional Share at an exercise price of $0.30 until April 16, 2026.
The Company paid aggregate finder’s fees of $191,450 in cash and issued 957,250 finder’s warrants (the
“Finder’s Warrants”) to Eventus Capital Corp., Canaccord Genuity Corp. , Echelon Wealth Partners Inc. ,
and Haywood Securities Inc. The Finder’s Warrants are non-transferable, exercisable at $0.30 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 proceeds from the Private Placement for exploration and development
of its Madison Copper -Gold Project in Montana, Palmer VMS Project in Alaska, and other Western US
precious and base metals projects, and for general working capital.
“Closing this round of funding puts us in a strong position to advance the high grade copper-gold Madison
project and the Palmer VMS asset. We are excited for a very busy field season ahead” s tates American
Pacific CEO, Warwick Smith.
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 a n Offering Document dated April 2, 2024,
as amended and restated on April 3, 2024 and April 10, 2024, which is available on the Company’s SEDAR+
profile at www.sedarplus.ca and on www.americanpacificmining.com.
Directors of the Company purchased an aggregate of 1 50,000 Units in the Private Placement for gross
proceeds of $30,000. The participation by such insiders in the Private Placement each constitute a “related
party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The related party transaction s are exempt from minority
approval, information circular and formal valuation requirements pursuant to the exemptions contained
in Sections 5.5(a) and 5.7(1) of MI 61 -101, as neither the fair market value of the gross securities issued
under the Private Placement, nor the consideration paid by the insiders, exceeded 25% of the Company’s
market capitalization.
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The securities referred to in this news release have not been, nor will they be, registered under the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or
an applicable exemption from the U.S. registration requirements. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities in the United
States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. “United States”
and “U.S. person” are as defined 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 and developer focused on
opportunities in the Western United States. The Company has two flagship assets: the Palmer Project, a
Volcanic Massive Sulphide-Sulphate (VMS) project in Alaska, under joint-venture partnership with Dowa
Metals & Mining, owner of Japan’s largest zinc smelter; and the 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 Global Metals Awards, an annual program
that recognizes exemplary accomplishments in 16 performance categories. Also, in American Pacific’s
asset portfolio are high -grade, precious metals projects located in key mining districts in Nevada, USA,
including the Ziggurat Gold project, partnered with Centerra Gold and the Tuscarora Gold -Silver project.
The Company’s mission is to grow by 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]
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news
release.
Forward-looking Information
This news release includes certain statements that may be deemed “forward -looking statements”. All
statements in this new release, other than statements of historical facts, that address events or
developments that the Company expects to occur, are forward -looking statements. Forward -looking
statements are statements that are not historical facts and are generally, but not always, identified by the
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words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and
similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
Forward-looking statements in this news release in clude, without limitation, statements related to the
anticipated use of proceeds from the Private Placement. Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results may differ materially from those in the forward-
looking statements. Factors that could cause the actual results to differ materially from those in forward-
looking statements include market prices, continued availability of capital and financing, and general
economic, market or business conditions. Invest ors are cautioned that any such statements are not
guarantees of future performance and actual results or developments may differ materially from those
projected in the forward -looking statements. Forward -looking statements are based on the beliefs,
estimates and opinions of the Company’s management on the date the statements are made. Except as
required by applicable securities laws, the Company undertakes no obligation to update these forward -
looking statements in the event that management's beliefs, estimates or opinions, or other factors, should
change.