American Pacific talks ICG arrangement

Executive Summary

• American Pacific Mining Corp. provides an update on its previously announced plan of arrangement with ICG Silver & Gold Ltd., detailing the exchange of the Tuscarora and Danny Boy projects for ICG shares.
• The transaction involves American Pacific selling 100% of the Tuscarora and Danny Boy projects to ICG in exchange for 11.5 million ICG common shares and a $5 million U.S. contingent payment upon commercial production.
• American Pacific shareholders will receive approximately 0.034 ICG distribution shares for each American Pacific share held, with the company retaining 4 million ICG shares. The arrangement is expected to close in late February 2026, subject to regulatory and shareholder approvals.

Key Details

• Transaction Structure: American Pacific will sell the Tuscarora and Danny Boy projects to ICG Silver & Gold Ltd. through the acquisition of two wholly owned subsidiaries of American Pacific.
• Consideration:
  • Equity: An aggregate of 11.5 million common shares in the capital of ICG.
  • Contingent Payment: $5 million (U.S.) payable by ICG to American Pacific upon either project achieving commercial production.
• Share Distribution to Shareholders:
  • American Pacific will distribute 7.5 million ICG consideration shares to its shareholders on a pro rata basis.
  • American Pacific will retain the remaining 4 million ICG consideration shares.
  • Shareholders of record at closing will receive approximately 0.034 of an ICG distribution share for each American Pacific share held.
• Timeline and Approvals:
  • Shareholder Meeting: Scheduled for Feb. 18, 2026.
  • Record Date: Jan. 2, 2026.
  • Expected Closing: Late February 2026, subject to shareholder, court, and regulatory approvals (including conditional approval from the Canadian Securities Exchange for ICG listing).
• Additional Corporate Action:
  • American Pacific issued 1,281,722 common shares to former employees to satisfy employment-related liabilities totaling $224,301.35.
  • The deemed price for these shares was 17.5 cents per share.
  • These shares are subject to a statutory hold period expiring on May 13, 2026.

Notable Quotes

• None provided in the text.