American Pacific Mining Corp. (CSE: USGD) (OTCQX: USGDF) (FSE: 1QC1) is pleased to announce that it has entered into a share purchase agreement with Vizsla Copper Corp. for the sale of the Palmer VMS Project, located in southeast Alaska, pursuant to which Vizsla will acquire all of the issued and outstanding securities of Constantine Metal Resources Ltd. a wholly-owned subsidiary of American Pacific.

“Palmer has long stood out to us as one of Alaska’s top critical metals opportunities,” commented Warwick Smith, CEO of American Pacific. “Our strategy has always centered around executing transactions that deliver value and upside for our shareholders, and we see the best path forward for Palmer as one that’s led by a dedicated group with the resources to unlock the exploration upside. Vizsla’s leadership team has been behind multiple billion-dollar valuations (Vizsla Silver, Skeena Resources), with the proven technical abilities and commitment necessary to move Palmer forward expeditiously during what we believe will be the most exciting critical metals market in generations. We are excited to participate as significant shareholders of Vizsla as they endeavor to realize the full potential of Palmer.”

Craig Parry, Vizsla Copper’s Chairman and CEO, commented: “This is a transformational day for Vizsla Copper. I’ve spent the past 25 years searching for high-grade copper deposits and understand how rare it is to find a project like Palmer, and even rarer to find one in such a strategic location. High-grade projects like Palmer allow for tremendous flexibility when it comes to delivering environmentally sustainable small footprint operations. Importantly, we pride ourselves on working constructively in collaboration and consultation with traditional landowners and communities and look forward to engaging positively with people and groups in the region.”

Parry continued: “The world and the United States are desperate for critical mineral projects, further emphasizing the importance of Palmer. Simply put, this is the right asset at the right time. We thank the team at American Pacific for working to complete this agreement in a timely manner. We look forward to deploying a two-pronged approach in 2026, advancing the Palmer Project in Alaska while simultaneously advancing the Thira discovery in British Columbia, resulting in year-round exploration and news flow. The team and I look forward to building Vizsla Copper into the preeminent North American critical minerals explorer.”

Terms of the Share Purchase Agreement

Under the terms of the Share Purchase Agreement, Vizsla Copper will acquire all of the outstanding shares of Subco in for $15,000,000 which shall be settled through the issuance of post-Consolidation common shares in the capital of Vizsla. The Consideration Shares shall be issued at the same price of the common shares issued by Vizsla’s in its financing (discussed below) expected to close concurrently with the closing of the Acquisition.

Vizsla has also agreed to make the following milestone payments to American Pacific:

• $5,000,000 payable upon the public disclosure by Vizsla of an updated mineral resource estimate for the Palmer Project prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, which delineates a total of not less than 22 million tonnes of mineralized material; and
• $10,000,000 payable upon the commencement of commercial production at the Palmer Project.

Each Milestone Payment shall be satisfied either by cash payment or, at the election of Vizsla, (i) by the issuance of Vizsla Shares, or (ii) by any combination of cash payments and Milestone Share issuances, provided that Vizsla obtains any approval required under applicable exchange policies for any issuance of Milestone Shares. The number of any Milestone Shares to be issued shall be determined by dividing the dollar amount by the market price on the applicable payment date, subject to a maximum issuable in accordance with exchange requirements.

In connection with the Acquisition, American Pacific has agreed to a series of protective covenants in favour of the Purchaser, including a 36-month standstill restricting it from acquiring additional securities of Vizsla or seeking to influence management or board composition; an obligation to vote any shares of Vizsla held in accordance with the recommendations of the Vizsla’s board of directors; prohibitions on short sales, hedging or derivative transactions; and requirements to provide advance notice of any future share sales and to cooperate in ensuring an orderly market. American Pacific will not have any board nomination, information, anti-dilution, pre-emptive, top-up or participation rights.

Vizsla has launched the concurrent financing of up to $25,000,000 to advance exploration at the Palmer Project, which, assuming successful closing of the entire amount, would result in American Pacific being a cornerstone shareholder.

The Share Purchase Agreement provides that the Acquisition is subject to several conditions including, among other things, completion of the concurrent financing for aggregate gross proceeds of at least $5,000,000, and receipt of all regulatory approvals and third-party consents, including Exchange approval.

The Acquisition is an arms’ length agreement. No finder’s fee will be payable to any party with respect to the Acquisition.

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 flagship asset is the 100%-owned Madison Project, a past-producing 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. Also, in American Pacific’s asset portfolio are three high-grade, precious metals projects located in key mining districts of Nevada, USA: the Ziggurat Gold project, the Gooseberry Silver-Gold project; and the Tuscarora Gold-Silver project. The Company’s mission is to grow by the drill bit and by acquisition.