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

News Market Reaction – USGDF

+2.48%

1 alert

+2.48% News Effect

On the day this news was published, USGDF gained 2.48%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Equity consideration: $15,000,000 Vizsla shares received: 13,888,888 shares Deemed share price: $1.08 per share +5 more

8 metrics

Equity consideration $15,000,000 Value of 13,888,888 Vizsla Copper shares for Palmer sale

Vizsla shares received 13,888,888 shares Post‑consolidation Vizsla Copper common shares issued to American Pacific

Deemed share price $1.08 per share Deemed price for Vizsla Copper Consideration Shares in transaction

Concurrent financing size approximately $44,000,000 Value of Vizsla Copper concurrent non‑flow‑through financing

First milestone payment $5,000,000 Payable on NI 43‑101 resource ≥ 22 million tonnes at Palmer

Resource threshold 22 million tonnes Minimum mineralized material in NI 43‑101 resource for milestone

Second milestone payment $10,000,000 Payable upon commencement of commercial production at Palmer

Vizsla ownership stake 15.8% Post‑transaction ownership of Vizsla Copper by American Pacific

Market Reality Check

Price: $0.1369 Vol: Volume 644,241 versus 20‑...

normal vol

$0.1369 Last Close

Volume Volume 644,241 versus 20‑day average 617,504 (relative volume 1.04x) shows only modest pickup. normal

Technical Price 0.1337 is trading below the 200‑day MA of 0.15, indicating a weaker longer‑term trend pre‑announcement.

Peers on Argus

USGDF gained 1.21% while peers were mixed: BONXF rose 7.25%, ALVLF 3.02%, GPTRF ...

USGDF gained 1.21% while peers were mixed: BONXF rose 7.25%, ALVLF 3.02%, GPTRF 0.66%, but ENDGF and SPMEF declined, suggesting a more stock‑specific reaction than a broad sector move.

Common Catalyst One peer, GPTRF, had news of a C$5 million strategic investment, but there is no broad, shared catalyst across the group.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Tuscarora sale deal	Positive	-1.1%	Arrangement to sell Tuscarora District for ICG shares and contingent cash.
Dec 08	Tuscarora acquisition	Positive	-1.1%	Counterparty ICG outlines terms acquiring Tuscarora from American Pacific.
Dec 04	Palmer sale closing	Positive	+2.5%	Closing of Palmer sale for Vizsla shares plus up to $15M milestones.
Nov 20	Madison claim staking	Positive	+3.0%	Staking and amending nine claims totaling ~100 acres at Madison.
Nov 13	Palmer sale agreement	Positive	-6.1%	Agreement to sell Palmer project for $15M in equity plus milestones.

Pattern Detected

Recent news for American Pacific has generally been positive asset and exploration developments, with price reactions split between alignments and divergences, indicating investors sometimes fade good news and sometimes reward it.

Recent Company History

This announcement continues a series of portfolio‑shaping moves by American Pacific. On Nov 13, it agreed to sell the Palmer project, followed by closing the transaction on Dec 04 for 13,888,888 Vizsla Copper shares plus up to $15,000,000 in milestones. The company also staked about 100 acres at Madison on Nov 20, and on Dec 08 announced an arrangement to sell the Tuscarora District for 11,500,000 ICG shares and up to US$5,000,000 contingent cash, reinforcing a strategy of crystallizing value via equity stakes and milestones.

Market Pulse Summary

This announcement confirmed the closing of the Palmer Project sale, giving American Pacific 13,888,8...

Analysis

This announcement confirmed the closing of the Palmer Project sale, giving American Pacific 13,888,888 Vizsla Copper shares valued at $15,000,000 plus up to $15,000,000 in milestone payments tied to a ≥22 million tonne NI 43‑101 resource and commercial production. Together with the Tuscarora arrangement and recent Madison claim staking, it underscores a strategy of monetizing projects into equity and contingent payments. Investors may track future resource updates, production decisions and additional portfolio transactions as key markers.

Key Terms

national instrument 43-101, ni 43-101, national instrument 61-104 take-over bids and issuer bids, early warning report, +3 more

7 terms

national instrument 43-101 regulatory

"prepared in accordance with National Instrument 43-101 - Standards of Disclosure"

National Instrument 43-101 is a set of rules and guidelines that govern how mineral exploration and mining companies must report information about their projects. It ensures that the details shared with investors are accurate, consistent, and reliable—similar to how a detailed, verified blueprint ensures a building’s safety. This helps investors make informed decisions based on trustworthy information about a company's mineral resources.

ni 43-101 regulatory

"a NI 43-101 resource ≥22 million tonnes and $10,000,000 on commencement"

A Canadian regulatory standard that sets the rules for how mining and exploration companies must report mineral resources and reserves, requiring technical reports prepared or signed off by an independent, certified expert. It matters to investors because it creates a consistent, transparent “inspection report” for mining projects, making it easier to compare prospects, judge the reliability of claims, and assess geological and financial risk before investing.

national instrument 61-104 take-over bids and issuer bids regulatory

"pursuant to s. 5.2(1)(b) of National Instrument 61-104 Take-Over Bids and Issuer Bids"

A national rule that sets the playbook for public offers to buy control of a company (take-over bids) and for companies buying back their own shares (issuer bids). It requires clear timing, disclosure and fair-treatment safeguards so shareholders get the same information and time to decide, much like rules at an auction that prevent surprises and insider advantage. Investors rely on it to assess risk, fairness and value when offers or buybacks occur.

early warning report regulatory

"and is required to file an early warning report pursuant to s. 5.2(1)(b)"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

mineral resource estimate technical

"disclosure by Vizsla Copper of an updated mineral resource estimate for the Palmer Project"

A mineral resource estimate is a calculated approximation of how much metal or mineral material likely exists in a particular deposit and where it sits underground, similar to estimating how many cookies are in a jar by peeking at the layers. It matters to investors because it provides a data-based starting point for judging a project's potential value, future production and risks, while not guaranteeing recoverable or profitable amounts.

commercial production technical

"payable upon the commencement of commercial production at the Palmer Project"

Commercial production is the full-scale manufacturing and release of a product for sale to customers after development and any required approvals. It matters to investors because it signals a shift from testing and one-off batches to steady revenue, larger costs for facilities and supplies, and risks around meeting demand and quality standards — like turning a home-cooked recipe into a restaurant menu that must be produced consistently and profitably.

p.geo. technical

"approved by the designated Qualified Person under National Instrument 43-101, Eric Saderholm, P.Geo."

P.Geo. is the professional designation for a licensed geoscientist who has met education, experience and ethical requirements to sign off on geological work. Think of it like a stamp of approval from a trained specialist — similar to a licensed engineer or doctor — that the rock, mineral or exploration data and interpretations were prepared by a qualified expert. For investors, seeing a P.Geo. attached to technical reports increases confidence that resource estimates and geological claims follow recognized standards and are less likely to be misleading.

AI-generated analysis. Not financial advice.

(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.