American Pacific Mining Corp. (CSE: USGD) (OTCQX: USGDF) (FSE: 1QC1) is pleased to announce the closing of its previously announced transaction with Vizsla Copper Corp. pursuant to an amended and restated share purchase agreement dated December 2, 2025 for the sale of the Palmer VMS Project, located in southeast Alaska. Under the Purchase Agreement, the Company sold all of the issued and outstanding securities of Constantine Metal Resources Ltd. to Vizsla Copper for 13,888,888 post-consolidation common shares in the capital of Vizsla Copper having an aggregate value of $15,000,000 and certain milestone payments for up to $15,000,000 in additional compensation.

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, 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.

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 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.

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: 

Full disclosure can be found in our NI 43-101 Technical Report for the Madison Project at www.americanpacificmining.com.