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

Rhea-AI Summary

American Pacific Mining (OTCQX: USGDF) closed the sale of the Palmer VMS Project to Vizsla Copper on December 4, 2025 under an amended share purchase agreement.

The company received 13,888,888 Vizsla Copper shares valued at $15,000,000 (deemed $1.08/share) and is eligible for up to $15,000,000 of milestone payments: $5,000,000 on a NI 43-101 resource ≥22 million tonnes and $10,000,000 on commencement of commercial production.

Post-transaction American Pacific holds 15.8% of Vizsla Copper and will file an early warning report.

Positive

• Consideration shares valued at $15,000,000
• Up to $15,000,000 in milestone payments
• Post-transaction stake of 15.8% in Vizsla Copper
• Milestone tied to NI 43-101 resource ≥22 million tonnes

Negative

• Consideration paid in equity, not cash, limiting immediate liquidity
• Milestone payments contingent on resource and production triggers
• Potential future dilution if company buys or sells Vizsla shares

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

Vancouver, British Columbia--(Newsfile Corp. - December 4, 2025) - American Pacific Mining Corp. (CSE: USGD) (OTCQX: USGDF) (FSE: 1QC1) ("American Pacific" or the "Company") is pleased to announce the 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 the price of the non-flow-through post-consolidation common shares issued by 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 Kristina@americanpacific.ca.

"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 ownership 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 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:

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 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 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/277004

FAQ

What did American Pacific (USGDF) receive in the Palmer Project sale on December 4, 2025?

American Pacific received 13,888,888 Vizsla Copper shares valued at $15,000,000 plus up to $15,000,000 in milestone payments.

What milestones trigger the additional $15,000,000 payments to USGDF from Vizsla Copper?

A $5,000,000 payment for a NI 43-101 resource ≥22 million tonnes and $10,000,000 on commercial production start.

How much ownership of Vizsla Copper does American Pacific hold after the transaction?

American Pacific holds approximately 15.8% of Vizsla Copper post-transaction.

Will American Pacific file regulatory disclosures after the Vizsla transaction?

Yes, the company will file an early warning report under National Instrument 61-104.

How did American Pacific value the Vizsla consideration shares per share?

The Consideration Shares were deemed at $1.08 per share, matching Vizsla's concurrent financing price.