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American Pacific Mining Announces Closing of Oversubscribed Private Placement

March 1, 2019

VANCOUVER—March 1, 2019—American Pacific Mining Corp (CSE: USGD / FWB: 1QC / OTCPK: USGDF) (“APM” or the “Company”) is pleased to announce the closing of the previously announced non-brokered private placement. A total of C$1,460,200 million was raised through the issuance of 14,602,000 units at $0.10 per unit (the “Units”). For more details on the financing please see press releases dated January 25, 2019 and February 22, 2019.

“We are thrilled to close this financing and welcome our new shareholders to the company as we focus on advancing and adding value at the Tuscarora Gold Project this spring” commented Warwick Smith, CEO of APM.

Each unit will consist of one common share (the “Common Share”) of the company and one-half of a warrant (the “Warrant”). Each whole warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of $0.20 for a period of 12 months from the closing, subject to earlier expiry of the exercise period if, at any time after four months from closing, the closing price of the shares is greater than $0.25 for five or more consecutive trading days. A total of $35,364 plus 353,640 warrants was paid as finders’ commission. All securities issued under the Offering are subject to a four-month hold period. 

Warwick Smith, CEO and a director of the Company, subscribed for 250,000 Units through his company, Harbourside Consulting Corp.  As a result, the private placement is a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”)).  The Company relied upon the “Issuer Not Listed on Specified Markets” and “Fair Market Value Not More Than $2,500,000” exemptions from the formal valuation and minority shareholder approval requirements, respectively, under MI 61-101.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities, in any state in which such offer, solicitation or sale would be unlawful. The securities issued, or to be issued, under the private placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

About Us

American Pacific Mining Corp. is a gold explorer focused on precious metal opportunities in the Western United States. Tuscarora is a high-grade, early stage gold project located in a prime precious metal district in Nevada, only 35km northeast of the Carlin trend, 20km southwest of the Jerritt Canyon deposit, and 50km east-northeast of the Midas deposit. American Pacific is Eyeing a Gold Discovery amidst gold’s next bull market.

On Behalf of the Board of American Pacific Mining Corp.

“Warwick Smith”
CEO & Director

Corporate Office: Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3A8 Canada
Investor Relations: investor@americanpacific.ca Phone: 1-866-646-5389

Forward-looking Information

Some statements in this news release contain forward-looking information (within the meaning of Canadian securities legislation) including, without limitation, statements as to planned exploration activities and the expected timing of the receipt of results. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, without limitation, customary risks of the mineral resource industry as well as the performance of services by third parties.

Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur, or are those statements, which, by their nature, refer to future events. The Company cautions that Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.

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.

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