American Pacific Mining Corp. — Capital/Financing Update 2026

Feb 5, 2026

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FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1: Name and Address of Reporting Issuer

American Pacific Mining Corp. (the "Company") Suite 910-510 Burrard Street Vancouver, BC V6C 3A8

Item 2: Date of Material Change

February 5, 2026.

Item 3: News Release

A news release was issued and disseminated on February 5, 2026 and filed on SEDAR+ (www.sedarplus.ca).

Item 4: Summary of Material Changes

The Company announced that it has closed its non-brokered private placement offering (the "Private Placement" or "Offering") issuing 44,318,182 units at a price of \$0.22 per unit raising aggregate proceeds of \$9,750,000.04.

Item 5.1: Full Description of Material Change

The Company announced that it has closed its Offering issuing 44,318,182 units at a price of \$0.22 per unit raising aggregate proceeds of \$9,750,000.04.

Each Unit consists of one common share in the capital of the Company (a "Share") and one-half of one Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one additional Share (a "Warrant Share") at a price of \$0.32 per Warrant Share until February 5, 2029 (the "Expiry Date").

The Company paid aggregate finder's fees of \$623,431.60 in cash and issued 2,747,780 finder's warrants (the "Finder's Warrants") to Clarus Securities Inc., Eventus Capital Corp., Ventum Financial Corp., Research Capital Corporation, Canaccord Genuity Corp., and Haywood Securities Inc. The Finder's Warrants are non-transferable, exercisable at prices of \$0.22 and \$0.32 per Share until the Expiry Date and are subject to the 4-month hold period as required by Canadian securities laws.

The Company intends to use the net proceeds from the Offering for exploration and development on the Company's Madison Copper-Gold Project, other mineral exploration and development projects, and for general corporate purposes.

The Private Placement was conducted under (i) the listed issuer financing exemption as per Part 5A of National Instrument 45-106 – Prospectus Exemptions to qualified investors in Canada, and (ii) otherwise in those jurisdictions where the Private Placement can lawfully be made including the United States under applicable private placement exemptions. As a result, the securities issued are not subject to a hold period under the prevailing Canadian securities laws. The securities issued to investors located in the United States are subject to resale restrictions in the United States.

In connection with the Private Placement, the Company filed an Offering Document dated January 20, 2026, as amended and restated on January 20, 2026, which is available on the Company's SEDAR+ profile at www.sedarplus.ca and on www.americanpacificmining.com.

The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements. "United States" and "U.S. person" have the respective meanings assigned in Regulation S under the U.S Securities Act.

Item 5.2: Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

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Item 7: Omitted Information

None.

Item 8: Executive Officer

Warwick Smith, CEO & Director Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3A8

Investor relations contact:

Kristina Pillon High Tide Consulting Corp. 604.908.1695 / Kristina@americanpacific.ca

Item 9: Date of Report

February 5, 2026.