American Pacific Announces Closing of $9.75M Non-Brokered LIFE Financing

Rhea-AI Summary

American Pacific Mining (OTCQX: USGDF) closed a non-brokered private placement on February 5, 2026, issuing 44,318,182 units at $0.22 for aggregate proceeds of $9,750,000.04. Each unit includes one share and one-half warrant exercisable at $0.32 until February 5, 2029.

The company paid $623,431.60 in finder’s fees and issued 2,747,780 finder’s warrants. Net proceeds are earmarked for exploration and development at the Madison Copper-Gold Project in Montana and for general corporate purposes.

Positive

• Raised $9.75M to fund exploration and development
• Financing fully funds planned Madison drill program
• Warrants provide potential future capital at $0.32 per share

Negative

• Issued 44.3M units causing immediate share dilution
• Finder's fees of $623,431.60 increased financing cost
• 2.75M finder’s warrants add potential further dilution

Vancouver, British Columbia--(Newsfile Corp. - 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 entitles 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 underscoring 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 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 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.

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 / Kristina@americanpacific.ca

Media relations contact:
Adam Bello, Primoris Group Inc.,
416.489.0092 / media@primorisgroup.com

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 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/282921

FAQ

How much did American Pacific (USGDF) raise in the February 5, 2026 financing?

The company raised $9,750,000.04 through a non-brokered private placement. According to the company, 44,318,182 units were issued at $0.22 per unit, each including one share and one-half warrant exercisable at $0.32 until February 5, 2029.

What do the warrants in the USGDF financing allow holders to do and when do they expire?

Each whole warrant allows acquisition of one share at $0.32 until February 5, 2029. According to the company, units included one-half warrant each, creating future share issuance if holders exercise before the expiry date.

How will American Pacific (USGDF) use the net proceeds from the $9.75M financing?

Net proceeds will fund exploration, development at Madison and general corporate purposes. According to the company, the funds are intended to fully finance a robust drill program testing skarn and porphyry targets later this quarter.

What finder’s fees and warrants were paid in the USGDF private placement?

The company paid $623,431.60 in cash and issued 2,747,780 finder’s warrants. According to the company, the finder’s warrants are exercisable at $0.22 and $0.32 per share and are non-transferable.

Are the securities from American Pacific's USGDF offering subject to resale restrictions in the United States?

Yes. Securities issued to U.S. investors are subject to U.S. resale restrictions and were not registered under the U.S. Securities Act. According to the company, offerings were made under applicable private placement exemptions and Regulation S definitions apply.