American Pacific Mining Corp OTCMKTS: USGDF Making the Upbeat News for Investors


American Pacific Mining Corp OTCMKTS: USGDF 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 March 1st, 2019 the company annouced 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.

The company made huge news when it annouced that it has entered into an earn-in agreement in respect of APM’s Tuscarora Gold Project with OceanaGold U.S. Holdings Inc., a US subsidiary of OceanaGold Corp. (TSX: OGC) (ASX: OGC). OceanaGold is an Australian-based, mid-tier mining company with numerous producing assets, including the largest producing gold mine in New Zealand, the Macraes Goldfield Mine.
American Pacific Mining Tuscarora Gold Project, Elko Nevada

Warwick Smith, CEO of APM, commented: “We are very pleased to partner with OceanaGold at Tuscarora. The company’s management and Board of Directors extend a warm welcome to the OceanaGold team as both sides work to add value to the project and define further drill targets across the large and historic land package. This announcement adds excitement to the project and the company as we enter a new exploration season. OceanaGold is the perfect partner in our eyes, especially with the success they have had at Waihi in New Zealand—a similar high-grade epithermal system. For a company of our size, this transaction is a big milestone.”

Eric Saderholm, President of APM commented: “A joint venture with a mid-tier producer, such as OceanaGold, adds to the merit of this high-grade, epithermal gold project. Nevada is the top investor-friendly jurisdiction for mining, and I look forward to working alongside the OceanaGold team as we move this gold discovery ahead at Tuscarora.”

Key Points of the Agreement

OceanaGold can earn up to 51% of the Tuscarora Gold Project by investing USD$4 million over the next four years (Phase 1)
OceanaGold will have sixty (60) days thereafter to exercise an option to earn an additional 24% by investing a further USD$6 million over the following four years (Phase 2)
OceanaGold will make an initial cash payment of USD$50,000 to American Pacific and, upon OceanaGold earning a 51-per-cent interest in the property, a second payment of USD$200,000 in cash or shares at Oceana's option
OceanaGold will also make all payments to holders of underlying property interests and pay claim fees
OceanaGold will be the operator and, upon earning-in an interest, a joint venture management committee will be formed