American Pacific Mining Corp. is a precious and base metals explorer and developer focused on opportunities in the Western United States
American Pacific Mining Completes Acquisition of Clearview Gold. (Credit: Dominik Vanyi on Unsplash)
American Pacific Mining Corp (CSE: USGD / FWB: 1QC / OTCQX: USGDF) (“APM” or the “Company”) is pleased to announce that, further to its news release on May 2, 2023, it has completed the acquisition of Clearview Gold Inc. (“CVG”) pursuant to the terms and conditions of a share acquisition agreement dated April 27, 2023 (the “Definitive Agreement”) among the Company, CVG, and the shareholders of CVG (the “CVG Shareholders”).
Pursuant to the terms and conditions of the Definitive Agreement and as consideration for 100% of the issued and outstanding securities of CVG, the Company:
(a) issued the CVG Shareholders an aggregate of 11,500,000 common shares in the capital of the Company (the “Consideration Shares”) at a deemed price of $0.34 per Consideration Share pro rata in proportion to their holdings of the CVG Shares; and
(b) paid the CVG Shareholders an aggregate of $200,000 in cash pro rata in proportion to their holdings of the CVG Shares.
The Consideration Shares are subject to a voluntary hold period from the date of issuance pursuant to which (i) 25% of the Consideration Shares were released on the date of closing (the “Closing Date”); (ii) 25% of the Consideration Shares will be released on the four month anniversary of the Closing Date; (iii) 25% of the Consideration Shares will be released on the eight month anniversary of the Closing Date; and (iv) 25% of the Consideration Shares will be released on the twelve month anniversary of the Closing Date.
Additionally, pursuant to the terms and conditions of the Definitive Agreement, the Company will be required to issue 4,500,000 common shares in the capital of the Company to NewQuest Capital Inc., the largest CVG Shareholder, in the event that:
(a) the option agreement dated July 8, 2022 (the “Option Agreement”) among CVG, CV Gold Inc. and Centerra (U.S.) Inc. (“Centerra”) is in good standing on January 31, 2024; and
(b) by January 31, 2024, Centerra has either:
i. commenced making the second tranche of annual expenditures required by the Option Agreement; or
ii. provided formal assurances to the Company that it intends to keep the Option Agreement in good standing following the third anniversary of the effective date of the Option Agreement.
Clearview owns three gold projects located in world-class mining districts of Nevada, including the Round Mountain, Carlin and Eureka trends. The Ziggurat Project, located on the northern end of the Round Mountain trend and proximal to the Northumberland Mine, is currently under a joint venture agreement with Centerra Gold Inc (TSX: CG / NYSE: CGAU) (“Centerra”). Centerra has the option to spend up to US $6 million to earn 70% of the project over five years. Presently, Centerra is in year two of the earn-in arrangement and has plans to aggressively explore the project in 2023.
The Danny Boy Mine property is located on the northern extension of the Carlin trend, adjacent to American Pacific’s Tuscarora property. Clearview has been exploring for epithermal and Carlin-type gold.
The Alpha Project is proximal to the Carlin and Battle Mountain-Eureka trends and previous exploration has targeted near-surface Carlin-type oxide gold.
Source: Company Press Release