Definitive Agreement and Consolidation
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NEWS RELEASE
American Pacific Mining Signs Definitive Agreement on Madison Metals’ Interest in the
Permitted Madison Copper Gold Project in Montana, under Option with Rio Tinto
VANCOUVER—April 14, 2020—Madison Metals
and American Pacific Mining Corp (CSE: USGD /
FWB: 1QC / OTCPK: USGDF) (“APM” or the
“Company”) is pleased to announce the company
has signed a definitive agreement with Madison
Metals to acquire the Madison Copper Gold
Project near Silver S tar Montana, USA . The
project is currently under an earn -in, joint
venture agreement announced by Broadway
Gold on April 30, 2019 , whereby Kennecott
Exploration Company, part of the Rio Tinto Group
(ASX, LON: RIO) may spend $30 million USD to
earn up to 70% of the project.
Drill results from Kennecott’s 2019 drill program are pending and should be released shortly.
Highlight intervals from the 2017 drill program include the following:
• UG17-05: 24.5 g/t Gold over 30m (from 8.2m)
including 68.6 g/t Gold over 4.6m (from 22.8m)
and 82.9 g/t Gold over 2.7m (from 9.1m)
• UG17-06: 41.7 g/t gold over 11m (from 8.2m)
including 51.8 g/t gold over 4.6m (from 9.1m)
• C17-13: 6% copper over 4.6m (from123.4m)
Including 11.45% copper over 1.8m (from 124.4m)
For more details on the drilling please see this page for more info: https://americanpacific.ca/projects/madison-
cu-au-project/
APM will also roll back its shares in tandem with th is announcement, three for one (3 for 1). An updated share
structure will be available on the website post consolidation.
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Key terms of the Broadway/APM Madison Transaction
• APM will issue 20 million APM shares to Madison Metals post-consolidation (subject to a 6 month hold
period in escrow)
• APM will issue 5 million APM warrants priced at $0.25 to Madison Metals post -consolidation (18 month
expiry)
• Madison Metals will add one member to the APM Advisory board
Terms listed are subject to shareholder approval. Once completed the APM securities will be distributed pro -rata
to the Madison shareholders.
“We are very excited to acquire Madison’s interest in the fully -permitted, past-producing Madison Copper Gold
Project, under option to Kennecott Exploration Company, part of the Rio Tinto Group,” commented Warwick Smith,
CEO and Director of APM. “Our corporate strategy is to build a portfolio of high -grade properties in the Western
USA that will attract mid-tier partners to come in a nd help advance these assets . Madison certainly fulfils this
objective and complements our growing portfolio of gold, silver and now copper assets as well.”
“Madison is a great acquisition for APM. The project has infrastructure , power, roads, 3000 feet of underground
development, recent production and plenty of exploration potential,” said Eric Saderholm, President and Director
of APM. “This high-grade project includes two underground mines, the Broadway and the Madison Mines, plus two
distinct geological targets: a high -grade gold skarn and a deeper copper gold porphyry system. Plus, the joint
venture partner is currently performing a lot of exploration work to better define what may well be the feeder
system for the mineralization at Madison.”
About the Madison Copper Gold Project
The Madison Copper Gold Project is located in the heart of Montana’s prolific copper-gold belt only 38km southeast
of the world-renowned Butte Mining District. The project, a high -grade Cadia-like skarn over porphyry system,
encompasses 2,514 acres consisting of six patented lode claims and 1 36 unpatented mineral claims. Recent
interpretations identified multiple priority tar get areas believed to be associated with large -scale porphyry
mineralization at depth and located within a well -mineralized, two -mile-long geological, geophysical and
geochemical trend. The project is permitted for mining, surface and underground exploration.
The Broadway mine produced 144,000 ounces of gold from 1880-1950. The Madison mine was developed between
2005-2011 and generated 7,570 ounces of gold and 3,020,000 pounds of copper from bulk samples of 19,803 tons
(average 0.52 ounce/ton Au and 25% Cu ). Approximately 3,000 total feet of underground workings go to a depth
of 215 feet underground. Broadway Gold Mining Ltd. refurbished parts of the Madison Mine in 2017, rehabilitating
the underground workings in order to access certain stopes and minerali zation, allowing for a successful
exploration drill program to take place as well.
Currently, known skarn mineralization, gold-bearing jasperoid and massive sulphide gold and copper mineralization
is proposed to be linked to a deeper porphyry system.
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Roll Back
APM’s common shares will consolidate at the start of market trading on April 16th, 2020, with a roll back of three
old shares for one new share. The record (effective) date for the consolidation is April 17 th, 2020, with the trading
symbol remain ing unchanged. APM will not issue any fractional common shares as a result of the
consolidation. Instead, all fractional shares resulting from the consolidation will be rounded down to the nearest
whole number. Outstanding stock options and share purchase warrants will also be adjusted by the consolidation
ratio and the respective exercise prices adjusted accordingly.
Registered shareholders will receive a letter of transmittal from the Company's transfer agent, TMX Trust Company,
with instructions for exchanging their pre -consolidated shares. Shareholders who hold their common shares
through a broker or other intermediary and do not have common shares registered in their name, will not need to
complete a letter of transmittal.
Qualified Person
Technical aspects of this press release have been reviewed and approved by Eric Saderholm, P.Geo., the designated
Qualified Person (QP) under National Instrument 43-101.
About American Pacific Mining Corp.
American Pacific Mining Corp. is a gold explorer focused on precious metal opportunities in the Western United
States. The Gooseberry Gold/Silver Project and the Tuscarora Gold Project are two high-grade, precious metal
projects located in key mining districts of Nevada USA. The company’s mission is to grow by the drill bit and by
acquisition. American Pacific is Eyeing a Gold Discovery amidst gold’s next bull market.
About Madison Metals:
Madison Metals Inc is a private B.C registered corporation that was set up to r eceive the Madison Mine project
from Mind Medicine as a Spin-out as a result the Broadway Gold Reverse Take Over. Madison Metals owns 100%
interest in the Madison Mine Project including the Company’s right, title and interest to the Broadway and Madison
mine - 450 acres of land, a 192 acre ranch, buildings, mine equipment and fixtures, 6 patented, 35 unpatented
mineral claims, and mineral rights to a four -square-mile property in the Butte -Anaconda region of Montana, a
porphyry-based mining district. The Project is currently under option to Kennecott Exploration.
On Behalf of the Board of American Pacific Mining Corp.
"Warwick Smith"
CEO & Director
Corporate Office: Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3A8 Canada
Contact MarketSmart: 1.877.261.4466 [email protected]
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Forward-looking Information
Some statements in this news release contain forward -looking information (within the meaning of Canadian
securities legislation) including, without limitation, statements as to planned exploration activities and the
expected timing of the receipt of results. These statements address future events and conditions and, as such,
involve known and unknown risks, uncertaintie s and other factors, which may cause the actual results,
performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the statements. Such factors include, without limitation, customary risks of the mineral
resource industry as well as the performance of services by third parties.
Forward-looking statements are statements that are not historical facts; they are generally, but not always,
identified by the words "expects," "plans," "anti cipates," "believes," "intends," "estimates," "projects," "aims,"
"potential," "goal," "objective," "prospective," and similar expressions, or that events or conditions "will," "would,"
"may," "can," "could" or "should" occur, or are those statements, whic h, by their nature, refer to future events.
The Company cautions that Forward -looking statements are based on the beliefs, estimates and opinions of the
Company's management on the date the statements are made and they involve a number of risks and
uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual
results and future events could differ materially from those anticipated in such statements.
The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Regulation
Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or
accuracy of this release.