American Pacific Closes Sale of the Palmer Copper-Zinc VMS Project to Vizsla Copper for $15 Million in Equity Plus up to $15 Million in Milestone Payments
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American Pacific Closes Sale of the Palmer Copper-Zinc VMS Project to Vizsla Copper for
$15 Million in Equity Plus up to $15 Million in Milestone Payments
(All dollar amounts are expressed in Canadian dollars unless otherwise indicated)
Vancouver, British Columbia – December 4, 2025 —American Pacific Mining Corp. (CSE: USGD /
OTCQX: USGDF / FWB: 1QC) (“American Pacific” or the “Company”) is pleased to announce th e
closing of its previously announced transaction with Vizsla Copper Corp. (“ Vizsla Copper” or the
“Purchaser”) pursuant to an amended and restated share purchase agreement dated December
2, 2025 (the “Purchase Agreement”) for the sale of the Palmer VMS Project, located in southeast
Alaska (the “Palmer Project”). Under the Purchase Agreement, the Company sold all of the issued
and outstanding securities of Constantine Metal Resources Ltd. (“CMR”) to Vizsla Copper for
13,888,888 post -consolidation common shares in the capital of Vizsla Copper (each, a
“Consideration Share ”) having an aggregate value of $15,000,000 and certain milestone
payments for up to $15,000,000 in additional compensation (the “Transaction”).
Transaction Terms
Pursuant to the terms of the Purchase Agreement, the Company has sold all of the outstanding
shares of CMR to Vizsla Copper for 13,888,888 Consideration Shares, at a deemed price of $1.08
per Consideration Share, being t he price of the non-flow-through post-consolidation common
shares issued b y Vizsla Copper in its concurrent financing for approximately $44,000,000 and
representing an aggregate purchase price of $15,000,000. Vizsla Copper has also agreed to make
the following milestone payments to the Company : (i) $5,000,000 payable upon the public
disclosure by Vizsla Copper 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 (ii) $10,000,000 payable upon the commencement of commercial production at the
Palmer Project (collectively, the “Milestone Payments”).
As a result of the Transaction, the Company acquired 13,888,888 ( 15.8%) of the issued and
outstanding post-consolidation common shares in the capital of Vizsla Copper (each, a “ Vizsla
Copper Share”) and is required to file an early warning report pursuant to s. 5.2(1)(b) of National
Instrument 61-104 Take-Over Bids and Issuer Bids. A copy of the early warning report will be filed
by the Company under its profile at www.sedarplus.ca and may be obtained by contacting
Kristina Pillon, on behalf of the Company, at +1 (604) 908-1695 or [email protected].
“We are confident that the Vizsla Copper team will successfully advance Palmer and create
meaningful value for all shareholders, including American Pacific shareholders, through our
significant equity ownershi p and milestone payments that provide exposure to further
exploration success at the Project,” commented CEO Warwick Smith. “With the transaction now
complete we turn our attention to securing additional transactions to further unlock value from
our broader portfolio and look forward to focusing our technical team’s energy and resources on
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our high -grade, past -producing Madison Copper -Gold project in Montana, where we have
defined numerous high-priority skarn and porphyry targets.”
Following the Transaction, the Company intends to hold the Consideration Shares for investment
purposes. The Company may, from time to time, depending on market and other conditions, and
the occurrence of the Milestone Payments, acquire additional Vizsla Copper Shares or dispose of
Vizsla Copper Shares through market transactions, public offerings, private agreement or
otherwise.
The Purchase Agreement was entered into to clarify certain terms and conditions surrounding
the Milestone Payments under the share purchase agreement previously announced by the
Company on November 13, 2025.
Qualified Person Statement
Technical aspects of this press release have been reviewed and approved by the designated
Qualified Person under National Instrument 43-101, Eric Saderholm, P.Geo., Managing Director
of Exploration for the Company.
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 ’s flagship asset is the 100% -owned
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 Global
Platts Metals Awards, an annual program that recognizes exemplary accomplishments in 16
performance categories. Through a 2025 transaction with 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.
American Pacific is incorporated pursuant to the laws of British Columbia and its head office is
located at Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3A8.
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:
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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 Company’s plans regarding the Consideration
Shares, the future acquisition and/or disposal of Vizsla Copper Shares by the Company, and the occurrence
and timing of the Milestone Payments , and receipt of all necessary approvals therefor. Other than as
required by applicable securities laws, the Compan y 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.