American Pacific to sell Palmer to Vizsla for $15M

Executive Summary

• American Pacific Mining Corp. has entered into a share purchase agreement to sell its Palmer volcanogenic massive sulphide (VMS) project in southeastern Alaska to Vizsla Copper Corp.
• The transaction involves Vizsla acquiring all outstanding securities of Constantine Metal Resources Ltd., a wholly owned subsidiary of American Pacific, for $15 million in equity plus up to $15 million in milestone payments.
• Vizsla Copper is concurrently launching a financing of up to $25 million to advance exploration at the Palmer project, with American Pacific expected to become a cornerstone shareholder.

Key Details

• Transaction Structure: Vizsla Copper will acquire all issued and outstanding securities of Constantine Metal Resources Ltd. (Subco), a wholly owned subsidiary of American Pacific.
• Base Consideration: $15 million, settled through the issuance of post-consolidation common shares in Vizsla Copper.
• Share Price Basis: Consideration shares issued at the same price as common shares issued in Vizsla’s concurrent financing.
• Milestone Payments:
  • $5 million payable upon public disclosure of an updated NI 43-101 mineral resource estimate delineating not less than 22 million tonnes of mineralized material.
  • $10 million payable upon the commencement of commercial production at the Palmer project.
• Milestone Payment Form: Satisfied by cash, Vizsla shares, or a combination. Share issuance price determined by market price on the payment date, subject to exchange approval.
• Concurrent Financing: Vizsla launched a financing of up to $25 million to advance Palmer exploration.
• Financing Conditions: Acquisition is subject to completion of the concurrent financing for aggregate gross proceeds of at least $5 million.
• Regulatory/Third Party: Subject to receipt of all regulatory approvals and third-party consents, including exchange approval.
• Protective Covenants (American Pacific):
  • 36-month standstill restricting acquisition of additional Vizsla securities or influencing management/board composition.
  • Obligation to vote Vizsla shares in accordance with Vizsla’s board recommendations.
  • Prohibitions on short sales, hedging, or derivative transactions.
  • Requirements for advance notice of future share sales and cooperation for orderly market.
  • No board nomination, information, anti-dilution, pre-emptive, top-up, or participation rights.
• Fees: No finder’s fee payable to any party.
• Relationship: Arm's-length agreement.

Notable Quotes

• Warwick Smith, CEO of American Pacific: "Palmer has long stood out to us as one of Alaska's top critical metals opportunities... We are excited to participate as significant shareholders of Vizsla as they endeavour to realize the full potential of Palmer."
• Craig Parry, Chairman and CEO of Vizsla Copper: "This is a transformational day for Vizsla Copper... Simply put, this is the right asset at the right time."