American Pacific shareholders approve AGM resolutions

Executive Summary

• American Pacific Mining Corp. shareholders approved the previously announced plan of arrangement with ICG Silver & Gold Ltd., along with director elections and auditor reappointment.
• Under the arrangement, ICG will acquire 100% of the Tuscarora and Danny Boy projects from American Pacific in exchange for 11.5 million common shares of ICG.
• The transaction requires a final court order from the Supreme Court of British Columbia, expected on Feb. 27, 2026, with completion anticipated in March 2026.

Key Details

• Shareholder Approval: All resolutions passed, including the plan of arrangement, election of directors (Warwick Smith, Eric Saderholm, Ken Cunningham, Joness Lang, Ali Hakimzadeh), reappointment of auditor Davidson & Company LLP, and reapproval of the stock option plan.
• Voting Results:
  • Total shares represented: 81,449,676 (37.17% of outstanding shares).
  • Arrangement approval: ~90.22% of total votes cast and ~89.87% of minority shareholder votes (excluding related parties under MI 61-101).
  • Both the two-thirds majority threshold and the minority approval threshold under Multilateral Instrument 61-101 were satisfied.
• Transaction Structure:
  • Consideration: ICG will issue 11.5 million fully paid and non-assessable common shares to American Pacific.
  • Assets Acquired: ICG acquires 100% of Tuscarora and Danny Boy projects via acquiring all shares of Clearview Gold Inc. (owner of Danny Boy) and American Pacific Mining (U.S.) Inc. (owner of Tuscarora).
  • Distribution to Shareholders: American Pacific will distribute 7.5 million ICG shares to its shareholders based on an exchange ratio determined at closing. The remaining 4 million ICG shares will be retained by American Pacific.
  • Exchange Ratio: Approximately 0.0283 ICG shares for each American Pacific share (based on shares outstanding as of the news release date).
• Timeline and Conditions:
  • Final court order sought from Supreme Court of British Columbia on Feb. 27, 2026.
  • Completion subject to customary closing conditions, including the final court order and listing of ICG on the Canadian Securities Exchange.
  • Expected completion: March 2026.
• ICG Silver & Gold Ltd. Profile:
  • New mineral exploration and development company advancing the Tuscarora district in northern Nevada.
  • Currently private but intends to complete a public listing during Q1 2026.
  • Strategy focuses on systematic exploration, geological modeling, and resource definition for the Tuscarora district.

Notable Quotes

• None explicitly quoted in the text, though the company states it is "pleased to confirm that both approval thresholds were satisfied."