American Pacific Mining Corp (CSE: USGD / OTCQX: USGDF /
FWB: 1QC) (“American Pacific” or the
“Company”) is pleased to announce
that it has entered into a definitive agreement, pursuant to which
the Company will acquire all of the issued and outstanding common
shares of Clearview Gold Inc (“
Clearview”), a
private exploration company that is part of the NewQuest Capital
company.
The transaction further cements American Pacific
as a premier exploration and development company, well-positioned
to deliver results from three projects being aggressively advanced
under strategic partnerships with well-respected major metal
producers, as well as offer compelling organic growth from a highly
prospective pipeline of 100%-owned mineral exploration
projects.
Clearview owns three gold projects located in
world-class mining districts of Nevada, including the Round
Mountain, Carlin and Eureka trends. The Ziggurat Project, located
on the northern end of the Round Mountain trend and proximal to the
Northumberland Mine, is currently under a joint venture agreement
with Centerra Gold Inc (TSX: CG / NYSE: CGAU) (“Centerra”).
Centerra has the option to spend up to US $6 million to earn 70% of
the project over five years. Presently, Centerra is in year two of
the earn-in arrangement and has plans to aggressively explore the
project in 2023.
The Danny Boy Mine property is located on the
northern extension of the Carlin trend, adjacent to American
Pacific’s Tuscarora property. Clearview has been exploring for
epithermal and Carlin-type gold.
The Alpha Project is proximal to the Carlin and
Battle Mountain-Eureka trends and previous exploration has targeted
near-surface Carlin-type oxide gold.
“The strategic rationale of the transaction is
compelling on many levels: it provides American Pacific
shareholders with the opportunity to participate in an even more
diversified portfolio, which includes three active exploration
projects partnered with major mining companies—Rio Tinto, Dowa
Metals and Mining and now Centerra—plus discovery exposure with a
growing portfolio of highly prospective exploration assets in the
western USA,” says Warwick Smith, CEO of American Pacific. “This
private acquisition strengthens our position to create value for
all stakeholders.”
Strategic Rationale of the
Transaction
The combination of American Pacific and
Clearview is based on strong industrial logic and is in line with
the Company’s strategic growth plan, offering American Pacific
shareholders compelling benefits, as highlighted below:
Scale—A large scale platform,
which includes three projects with exploration upside, funded by
major joint venture partners.
Diversification—A portfolio of
precious and base metals exploration assets strategically and
geographically focused on tier-one mining jurisdictions in North
America: Nevada, Montana and Alaska.
Capital allocation—Significant
work programs at three projects being funded by major mining
company partners, allows American Pacific to deploy its capital to
effectively advance its 100% owned exploration projects in a
methodical and strategic manner.
Corporate Profile—The strategic
and financial benefits of the transaction will result in an
improved capital markets profile which the Company expects to
attract additional institutional research coverage and
institutional and high net-worth investors.
Transaction Details
Under the terms of the Agreement,
American Pacific will pay CDN $200,000 and issue 11.5 million
common shares of American Pacific based on the closing share price
on (date of transaction).
The Definitive Agreement for the Transaction
includes customary provisions, including right to match and
fiduciary out provisions, as well as certain representations,
covenants and conditions which are customary for a transaction of
this nature.
Closing of the Transaction is subject to the
receipt of applicable regulatory approvals and the satisfaction of
certain other closing conditions customary for transactions of this
nature.
It is anticipated that any securities to be
issued under the Agreement will be offered and issued in reliance
upon the exemption from the registration requirements of
the U.S. Securities Act of 1933 provided by Section
3(a)(10) thereof. This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, any
securities.
The Transaction is expected to be completed
during the second quarter of 2023.
Board of Directors’ Recommendations
After consultation with its financial and legal
advisors, the Board of Directors of American Pacific have
unanimously approved the entering into of the Definitive
Agreement.
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 has two flagship assets; a 14
million tonne, high-grade, Palmer Volcanic Massive Sulfide (VMS)
project in Alaska, under joint-venture partnership with Dowa Metals
& Mining, owner of Japan’s largest zinc smelter and the Company
is also partnered with Kennecott Exploration, a division of the Rio
Tinto Group, on the 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 Global Metals Awards, an annual program that
recognizes exemplary accomplishments in 16 performance categories.
Also in American Pacific’s asset portfolio are the Gooseberry
Silver-Gold project and the Tuscarora Gold-Silver project: two
high-grade, precious metals projects located in key mining
districts of Nevada, USA. The Company’s mission is to grow by the
drill bit and by acquisition.
About Clearview Gold Inc.
Clearview owns 100% of three gold projects
located on world-class mining trends including the Ziggurat Project
on the northern end of the Round Mountain Trend, the Danny Boy Mine
property located on the northern extension of the Carlin trend and
the Alpha Project is proximal to the Carlin and Battle
Mountain-Eureka trends. Clearview is part of NewQuest Capital Inc.
a technically driven investment company focused on the mineral
exploration business. NewQuest builds long-term wealth for the
company and its partners via originating and developing
high-quality mineral exploration assets.
https://www.nqcapitalgroup.com
On behalf of the American Pacific Mining Corp Board of
Directors:
Warwick Smith, CEO & DirectorCorporate
Office: Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3A8
Canada
Investor relations:Kristina Pillon, High Tide
Consulting Corp.,604.908.1695
/ Kristina@americanpacific.ca
Media relations:Adam Bello, Primoris Group
Inc.,416.489.0092
/ media@primorisgroup.com
The CSE has neither approved nor disapproved the
contents of this news release. Neither the CSE nor its Regulation
Services Provider (as that term is defined in the policies of the
CSE) accepts responsibility for the adequacy or accuracy of this
release.)
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/221f524d-16b1-429d-98ba-9c9e1ea69aae
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