American Pacific Announces Share Payments to Three Former Employees

Rhea-AI Summary

American Pacific Mining (OTCQX: USGDF) will issue an aggregate of 1,281,722 common shares to three former employees at a deemed price of CAD $0.175 per share, on or about January 5, 2026, subject to regulatory approvals.

The share issuance satisfies employment-related liabilities totalling CAD $224,301.35 and is expected to close on or about January 5, 2026. The securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption.

(All dollar amounts are expressed in Canadian dollars unless otherwise indicated)

Vancouver, British Columbia--(Newsfile Corp. - December 26, 2025) - American Pacific Mining Corp. (CSE: USGD) (OTCQX: USGDF) (FSE: 1QC1) ("American Pacific" or the "Company") announces that, pursuant to the terms of employment with three of its former employees (collectively, the "Employment Agreements"), the Company will be issuing an aggregate of 1,281,722 common shares in the capital of the Company (each, a "Common Share") at a deemed price of $0.175 per Common Share to such former employees on or about January 5, 2026, subject to receipt of all applicable regulatory approvals, in full satisfaction of employment-related liabilities totaling $224,301.35 (the "Employee Issuance"). The Employee Issuance is expected to close on or about January 5, 2026.

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'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:

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

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 Employee Share Issuance, and receipt of all necessary approvals therefor. Other than as required by applicable securities laws, the Company 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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279068

FAQ

How many shares will American Pacific (USGDF) issue to former employees and when?

American Pacific will issue 1,281,722 common shares on or about January 5, 2026.

What is the deemed price and total liability being settled by USGDF's share issuance?

The shares are issued at a deemed price of CAD $0.175 per share to satisfy CAD $224,301.35 of employment-related liabilities.

Does the USGDF share issuance require regulatory approval?

Yes, the issuance is subject to receipt of all applicable regulatory approvals before closing.

Will USGDF shares issued to the former employees be available to U.S. persons?

No, the securities have not been and will not be registered under the U.S. Securities Act and may not be offered or sold to U.S. persons without registration or an exemption.

What does the employee share issuance mean for USGDF shareholders?

The issuance settles employment liabilities by issuing shares instead of cash; shareholders should note potential dilution from the new 1,281,722 shares.

Where can investors find the expected closing date for the USGDF Employee Issuance?

The Employee Issuance is expected to close on or about January 5, 2026, subject to regulatory approvals.