American Pacific Mining Corp (CSE: USGD / FWB: 1QC / OTCQX:
USGDF) (“
APM” or the
“
Company”) is pleased to announce that, further to
its news release on May 2, 2023, it has completed the acquisition
of Clearview Gold Inc. (“
CVG”) pursuant to the
terms and conditions of a share acquisition agreement dated April
27, 2023 (the “
Definitive Agreement”) among the
Company, CVG, and the shareholders of CVG (the “
CVG
Shareholders”).
Pursuant to the terms and conditions of the
Definitive Agreement and as consideration for 100% of the issued
and outstanding securities of CVG, the Company:
(a) issued the CVG
Shareholders an aggregate of 11,500,000 common shares in the
capital of the Company (the “Consideration
Shares”) at a deemed price of $0.34 per Consideration
Share pro rata in proportion to their holdings of the CVG Shares;
and
(b) paid the CVG
Shareholders an aggregate of $200,000 in cash pro rata in
proportion to their holdings of the CVG Shares.
The Consideration Shares are subject to a
voluntary hold period from the date of issuance pursuant to which
(i) 25% of the Consideration Shares were released on the date of
closing (the “Closing Date”); (ii) 25% of the
Consideration Shares will be released on the four month anniversary
of the Closing Date; (iii) 25% of the Consideration Shares will be
released on the eight month anniversary of the Closing Date; and
(iv) 25% of the Consideration Shares will be released on the twelve
month anniversary of the Closing Date.
Additionally, pursuant to the terms and
conditions of the Definitive Agreement, the Company will be
required to issue 4,500,000 common shares in the capital of the
Company to NewQuest Capital Inc., the largest CVG Shareholder, in
the event that:
(a) the option
agreement dated July 8, 2022 (the “Option
Agreement”) among CVG, CV Gold Inc. and Centerra (U.S.)
Inc. (“Centerra”) is in good standing on January
31, 2024; and
(b) by January 31,
2024, Centerra has either:
i. commenced making
the second tranche of annual expenditures required by the Option
Agreement; or
ii. provided formal
assurances to the Company that it intends to keep the Option
Agreement in good standing following the third anniversary of the
effective date of the Option Agreement.
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.
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.
On Behalf of 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
The Canadian Securities Exchange has
neither approved nor disapproved the contents of this news
release.
The securities of the Company referred
to in this news release have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
“U.S. Securities Act”), or any state securities laws. Accordingly,
the securities of the Company may not be offered or sold within the
United States unless registered under the U.S. Securities Act and
applicable state securities laws or pursuant to an exemption from
the registration requirements of the U.S. Securities Act and
applicable state securities laws. This news release does not
constitute an offer to sell or a solicitation of any offer to buy
any securities of the Company in any jurisdiction in which such
offer, solicitation or sale would be
unlawful.Forward-looking Information
This news release includes certain
statements that may be deemed “forward-looking statements”. All
statements in this news release, other than statements of
historical facts, that address events or developments that the
Company expects to occur, are forward-looking statements.
Forward-looking statements are statements that are not historical
facts and are generally, but not always, identified by the words
“expects”, “plans”, “anticipates”, “believes”, “intends”,
“estimates”, “projects”, “potential” and similar expressions, or
that events or conditions “will”, “would”, “may”, “could” or
“should” occur. Although the Company believes the expectations
expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of
future performance and actual results may differ materially from
those in the forward-looking statements. Factors that could cause
the actual results to differ materially from those in
forward-looking statements include regulatory actions, market
prices, and continued availability of capital and financing, and
general economic, market or business conditions. Investors are
cautioned that any such statements are not guarantees of future
performance and actual results or developments may differ
materially from those projected in the forward-looking statements.
Forward-looking statements are based on the beliefs, estimates and
opinions of the Company's management on the date the statements are
made. Except as required by applicable securities laws, the Company
undertakes no obligation to update these forward-looking statements
in the event that management's beliefs, estimates or opinions, or
other factors, should change.
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