American Pacific Mining Corp. — Regulatory Filings 2023

May 23, 2023

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 – Name and Address of Company

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

Item 2 – Date of Material Change

May 16, 2023

Item 3 – News Release

News releases with respect to the material change referred to in this Material Change Report were disseminated by the Company on May 2, 2023 and May 17, 2023, through the facilities of Newswire, and subsequently filed on SEDAR (www.sedar.com).

Item 4 – Summary of Material Change

The Company completed the previously announced acquisition of ClearView Gold Inc.

Item 5 – Full Description of Material Change .

5.1 – Full Description of Material Change

The Company 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.

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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.

5.2 – Disclosure for Restructuring Transactions

Not applicable.

Item 6 – Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7 – Omitted Information

None.

Item 8 – Executive Officer

The following executive officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

Warwick Smith Chief Executive Officer 604-250-1737

Item 9 – Date of Report

May 23, 2023