American Pacific closes sale of Tuscarora, Danny Boy

Executive Summary

• American Pacific Mining Corp. and ICG Silver & Gold Ltd. have completed the plan of arrangement for the sale of 100% of the Tuscarora and Danny Boy projects (collectively, the Tuscarora district) by American Pacific to ICG, effective March 25, 2026.
• The transaction involves American Pacific transferring two wholly owned subsidiaries to ICG in exchange for 11.5 million common shares of ICG, with 7.5 million shares distributed pro rata to American Pacific shareholders and 4 million shares retained by American Pacific subject to a lock-up.
• ICG has received conditional approval from the Canadian Securities Exchange (CSE) for listing, with shares expected to commence trading on March 31, 2026, under the ticker ICG.

Key Details

• Transaction Structure: American Pacific sold the Tuscarora district via the sale of two wholly owned subsidiaries to ICG.
• Consideration:
  • Share Issuance: ICG issued an aggregate of 11.5 million common shares to American Pacific.
  • Shareholder Distribution: 7.5 million ICG shares were distributed to American Pacific shareholders of record on the closing date. Each American Pacific share received approximately 0.0283 of an ICG distribution share.
  • Retained Shares: American Pacific retained 4 million ICG consideration shares, subject to a lock-up agreement dated December 7, 2025.
  • Contingent Payment: A contingent payment of $5 million (U.S.) is payable by ICG to American Pacific upon achieving commercial production.
• Share Exchange Ratio: Each outstanding common share of American Pacific was exchanged for:
  • One new common share of American Pacific (identical in every relevant respect to existing shares).
  • Approximately 0.0283 of an ICG distribution share.
• Financing Details:
  • ICG previously completed a subscription receipt financing for gross proceeds of approximately $2.8 million.
  • Proceeds were held in escrow and released upon completion of the arrangement.
  • Subscription receipts automatically converted into units of ICG at 35 cents per ICG share.
  • Each unit comprises one common share and one-half of a common share purchase warrant.
  • Warrant Terms: Each warrant is exercisable into one ICG share at an exercise price of 50 cents per share for a period of 24 months from the ICG listing date.
  • Use of Proceeds: Escrowed funds released to ICG to support the advancement of the Tuscarora district.
• Regulatory and Listing Status:
  • American Pacific shareholders approved the arrangement at the annual general and special meeting on February 25, 2026.
  • The Supreme Court of British Columbia issued a final order approving the arrangement on February 27, 2026.
  • ICG received conditional approval from the CSE for listing.
  • ICG shares (including distribution shares) expected to commence trading on the CSE on March 31, 2026, under ticker ICG.
  • New American Pacific shares expected to trade under Cusip number 028792109 and ISIN CA0287921096.
  • ICG is now a reporting issuer in Alberta, British Columbia, Nova Scotia, Ontario, and Saskatchewan.
• Asset Details:
  • The Tuscarora district includes the Tuscarora and Danny Boy projects.
  • Located in northern Nevada on the Carlin trend, approximately one hour northwest of Elko.
  • ICG controls 100% of an approximately 10,000-acre land package.
  • Historical work includes extensive rock-chip sampling, thousands of metres of reverse circulation and core drilling, and tens of kilometres of CSAMT geophysics.

Notable Quotes

• Warwick Smith, CEO, American Pacific Mining Corp.: "We are very pleased to have completed the sale of the high-quality Tuscarora district... In our view, ICG is well positioned to rapidly advance the Tuscarora district to a preliminary resource, leveraging the team's strong capital markets acumen, substantial technical depth and significant leadership experience at major companies. We look forward to our shareholders benefiting from the advancement of the Tuscarora district, both directly and through American Pacific's equity exposure to ICG, while we concentrate our efforts on our flagship Madison copper-gold project in Montana..."
• Steven Sirbovan, CEO, ICG Silver & Gold Ltd.: "We are grateful for the vast amount of work that the American Pacific team and previous operators have done to bring the Tuscarora district to the advanced stage it is today... The abundance of quality data has provided us to create a comprehensive geological, district-scale model, which will set us up to explore the extent of our land package for silver and gold and eventually advance the project toward a first mineral resource estimate."