NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Vancouver, British Columbia – January 20, 2026 — American Pacific Mining Corp (CSE: USGD / OTCQX: USGDF /FSE:1QC1) (“American Pacific” or the “Company”) is pleased to announce a non-brokered private placement offering (the “Private Placement” or “Offering”) of up to 34,090,909 units at a price of $0.22 per unit, for aggregate proceeds of up to $7,500,000. Each Unit will consist of one common share in the capital of the Company (a “Share”) and one-half of one Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one additional Share (a “Warrant Share”) at a price of $0.32 per Warrant Share for a period of three years from closing.
The Units will be offered for sale to purchasers resident in certain provincial jurisdictions of Canada (the “Canadian Offering Jurisdictions”) pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 Prospectus Exemptions (“NI 45-106”), as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities issuable from the sale of Units under the Listed Issuer Financing Exemption will not be subject to a resale hold period.
The offering document (the “Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.americanpacificmining.com. Prospective investors should read this Offering Document before making an investment decision.
The Units may also be offered in the United States or to, or for the account or benefit of, U.S. persons pursuant to exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and the regulations thereunder, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period of four months under applicable securities laws in Canada, in addition to any resale restrictions applicable in the purchaser’s jurisdiction.
The Company intends to use the net proceeds from the Offering for exploration and development on the Company’s Madison Project, and other mineral exploration and development projects as well as for general corporate purposes. Closing of the Offering is expected to occur as soon as practicable. The Company expects to pay finders’ fees in connection with the Offering to eligible arm’s length finders in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. Eventus Capital Corp. has been appointed as a Finder in connection with the Offering.
Completion of the Offering is subject to certain customary closing conditions including, but not limited to, receipt of all necessary regulatory approvals, including any applicable approval of the CSE.
The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. “United States” and “U.S. person” have the respective meanings assigned in Regulation S under the U.S Securities Act.
About American Pacific Mining Corp.
American Pacific Mining Corp. is a precious and base metals explorer 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 acquisition of Madison, 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.
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
