American Pacific Announces Sale of Palmer Copper-Zinc VMS Project to Vizsla Copper for $15 Million in Equity plus up to $15 Million in Milestone Payments

Executive Summary

• American Pacific Mining Corp. entered into a Share Purchase Agreement to sell its wholly‑owned subsidiary Constantine Metal Resources Ltd., which holds the Palmer VMS Project in southeast Alaska, to Vizsla Copper Corp. for $15 million in consideration shares.
• The transaction includes milestone payments of up to $15 million (US$5 M on a NI 43‑101 resource update and US$10 M upon commercial production), payable in cash or additional Vizsla shares.
• Vizsla is simultaneously launching a financing up to $25 million to fund exploration at Palmer, with American Pacific slated to become a cornerstone shareholder if the full amount is raised.

Key Details

• Purchase Price: US$15,000,000 paid via issuance of post‑consolidation common shares of Vizsla Copper (the “Consideration Shares”) at the same price as Vizsla’s concurrent financing round.
• Milestone Payments to American Pacific:
• $5,000,000 upon public disclosure of an updated NI 43‑101 mineral resource estimate for Palmer (minimum 22 Mt of mineralized material).
• $10,000,000 upon commencement of commercial production at Palmer.
• Milestones may be satisfied in cash, Vizsla shares, or a combination, subject to exchange approval and market price on the payment date.
• Protective Covenants for American Pacific:
• 36‑month standstill on acquiring additional Vizsla securities or influencing its board/management.
• Obligation to vote any Vizsla shares in line with Vizsla’s board recommendations.
• Prohibitions on short sales, hedging, derivative transactions, and requirements for advance notice of future share sales.
• Concurrent Financing by Vizsla: Up to US$25 million to fund Palmer exploration; if fully closed, American Pacific will become a cornerstone shareholder.
• Closing Conditions: Completion of the financing (minimum gross proceeds of US$5 million), receipt of all regulatory approvals, third‑party consents, and exchange approval.
• No Finder’s Fee: The acquisition is arms‑length with no finder’s fee payable.

Notable Quotes

• Warwick Smith, CEO of American Pacific: “Our strategy has always centered around executing transactions that deliver value and upside for our shareholders… Vizsla’s leadership team has the resources to unlock the exploration upside.”
• Craig Parry, Chairman & CEO of Vizsla Copper: “This is a transformational day for Vizsla Copper… High‑grade projects like Palmer allow for tremendous flexibility when it comes to delivering environmentally sustainable small footprint operations.”