American Pacific to close ICG arrangement by March 25

Executive Summary

• American Pacific Mining Corp. has received conditional approval from the Canadian Securities Exchange (CSE) for the listing of ICG Silver & Gold Ltd. shares, allowing the previously announced plan of arrangement to proceed.
• The transaction is now anticipated to close on March 25, 2026, following shareholder and court approvals obtained in late February 2026.
• Under the arrangement, ICG will acquire Clearview Gold Inc. and American Pacific Mining (U.S.) Inc. (owners of the Danny Boy and Tuscarora projects) in exchange for 11.5 million ICG shares, which will be distributed to American Pacific shareholders.

Key Details

• Transaction Structure: ICG Silver & Gold Ltd. will acquire all issued and outstanding shares of Clearview Gold Inc. and American Pacific Mining (U.S.) Inc., both wholly owned subsidiaries of American Pacific Mining Corp.
• Consideration: American Pacific will receive 11.5 million shares of ICG in exchange for the subsidiaries.
• Shareholder Distribution: American Pacific shareholders will receive ICG shares on a pro-rata basis.
  • Exchange Ratio: Approximately 0.0283 ICG shares for each American Pacific Mining share held (based on shares outstanding as of the release date).
  • Mechanism: Shareholders will exchange each American Pacific share for (i) one new common share of American Pacific and (ii) the calculated number of ICG shares.
  • Retention: American Pacific will retain the remaining ICG shares received from the transaction.
• Regulatory and Legal Status:
  • CSE Approval: Conditional approval received for the listing of ICG common shares on the CSE.
  • Shareholder Approval: Approved at the Annual General and Special Meeting of Shareholders on February 25, 2026.
  • Court Approval: Final order issued by the Supreme Court of British Columbia on February 27, 2026.
• Timeline:
  • Closing Date: Anticipated March 25, 2026.
  • Trading Commencement: ICG shares (including distribution shares) expected to commence trading on the CSE on March 31, 2026.
• New Security Identifiers: Following completion, New American Pacific Mining shares will trade under CUSIP 028792109 and ISIN CA0287921096.
• Asset Context: The acquired entities hold the Danny Boy project (via Clearview Gold) and the Tuscarora project (via American Pacific Mining U.S.).

Notable Quotes

• None provided in the text.