American Pacific Closes Sale of the 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. completed the sale of its subsidiary Constantine Metal Resources Ltd. to Vizsla Copper Corp., receiving 13,888,888 post‑consolidation common shares valued at CAD 15 million.
• The transaction includes up‑to‑CAD 15 million in milestone payments: CAD 5 million upon an updated NI 43‑101 resource estimate for the Palmer VMS Project and CAD 10 million upon commencement of commercial production.
• As a result, American Pacific now holds approximately 15.8% (13,888,888 shares) of Vizsla Copper’s outstanding post‑consolidation common stock and will file an early‑warning report under NI 61‑104.

Key Details

• Consideration: 13,888,888 Vizsla Copper common shares at a deemed price of CAD 1.08 per share (based on Vizsla’s concurrent financing at ~CAD 44 million).
• Aggregate Purchase Price: CAD 15 million for the sale of all issued and outstanding securities of Constantine Metal Resources Ltd. (“CMR”).
• Milestone Payments (potential additional CAD 15 million):
• CAD 5 million payable when Vizsla Copper publicly discloses an updated NI 43‑101 mineral resource estimate for Palmer Project ≥ 22 Mt of mineralized material.
• CAD 10 million payable upon commencement of commercial production at the Palmer Project.
• Equity Position Acquired: 13,888,888 shares representing ~15.8% of Vizsla Copper’s post‑consolidation common equity.
• Regulatory Filing: American Pacific will file an early‑warning report pursuant to s. 5.2(1)(b) of NI 61‑104 (Take‑Over Bids and Issuer Bids).
• Future Intentions: Company intends to hold the Vizsla Copper shares for investment purposes, with possible future acquisitions or disposals depending on market conditions and milestone receipt.
• Qualified Person Review: Technical aspects approved by Eric Saderholm, P.Geo., Managing Director of Exploration (NI 43‑101 QP).

Notable Quotes

“We are confident that the Vizsla Copper team will successfully advance Palmer and create meaningful value for all shareholders… With the transaction now complete we turn our attention to securing additional transactions to further unlock value from our broader portfolio…” – Warwick Smith, CEO & Director.