Mr. Warwick Smith reports

AMERICAN PACIFIC MINING ACQUIRES CLEARVIEW GOLD INC.

American Pacific Mining Corp. has entered into a definitive agreement, pursuant to which the company will acquire all of the issued and outstanding common shares of Clearview Gold Inc., a private exploration company that is part of the NewQuest Capital company.

The transaction further cements American Pacific as a premier exploration and development company, well positioned to deliver results from three projects being aggressively advanced under strategic partnerships with well-respected major metal producers, as well as offer compelling organic growth from a highly prospective pipeline of 100-per-cent-owned mineral exploration projects.

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. Centerra has the option to spend up to $6-million (U.S.) to earn 70 per cent of the project over five years. Presently, Centerra is in year 2 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.

"The strategic rationale of the transaction is compelling on many levels: it provides American Pacific shareholders with the opportunity to participate in an even more diversified portfolio, which includes three active exploration projects partnered with major mining companies -- Rio Tinto, Dowa Metals and Mining, and now Centerra -- plus discovery exposure with a growing portfolio of highly prospective exploration assets in the Western U.S.," says Warwick Smith, chief executive officer of American Pacific. "This private acquisition strengthens our position to create value for all stakeholders."

Strategic rationale of the transaction

The combination of American Pacific and Clearview is based on strong industrial logic and is in line with the company's strategic growth plan, offering American Pacific shareholders compelling benefits, as highlighted below:

Scale -- a large-scale platform, which includes three projects with exploration upside, financed by major joint venture partners.

Diversification -- a portfolio of precious and base metals exploration assets strategically and geographically focused on Tier 1 mining jurisdictions in North America: Nevada, Montana and Alaska.

Capital allocation -- significant work programs at three projects, being financed by major mining company partners, allow American Pacific to deploy its capital to effectively advance its 100-per-cent-owned exploration projects in a methodical and strategic manner.

Corporate profile -- the strategic and financial benefits of the transaction will result in an improved capital markets profile which the company expects to attract additional institutional research coverage and institutional and high-net-worth investors.

Transaction details

Under the terms of the agreement, American Pacific will pay $200,000 and issue 11.5 million common shares of American Pacific based on the closing share price on the date of transaction.

The definitive agreement for the transaction includes customary provisions, including right to match and fiduciary out provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature.

Closing of the transaction is subject to the receipt of applicable regulatory approvals and the satisfaction of certain other closing conditions customary for transactions of this nature.

It is anticipated that any securities to be issued under the agreement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof.

The transaction is expected to be completed during the second quarter of 2023.

Board of directors' recommendations

After consultation with its financial and legal advisers, the board of directors of American Pacific has unanimously approved the entering into of the definitive agreement.

About American Pacific Mining Corp.

American Pacific Mining is a precious and base metals explorer and developer focused on opportunities in the Western United States. The company has two flagship assets: a 14-million-tonne, high-grade, Palmer volcanic massive sulphide (VMS) project in Alaska, under joint venture partnership with Dowa Metals & Mining, owner of Japan's largest zinc smelter, and the company is also partnered with Kennecott Exploration, a division of the Rio Tinto Group, on the past-producing Madison copper-gold project in Montana. For the Madison transaction, American Pacific was selected as a finalist in both 2021 and 2022 for Deal of the Year at the S&P Global Platts Global Metals Awards, an annual program that recognizes exemplary accomplishments in 16 performance categories. Also in American Pacific's asset portfolio are the Gooseberry silver-gold project and the Tuscarora gold-silver project, two high-grade precious metals projects located in key mining districts of Nevada, U.S. The company's mission is to grow by the drill bit and by acquisition.