American Pacific Announces Execution of Arrangement Agreement to Sell the Tuscarora District to ICG Silver & Gold Ltd.

Executive Summary

• American Pacific Mining Corp. (APM) has entered into an arrangement agreement to acquire 100% of the Tuscarora and Danny Boy projects (the "Tuscarora District") from ICG Silver & Gold Ltd. (ICG) via a court-approved plan of arrangement.
• The transaction involves APM exchanging its shares in Clearview Gold Inc. (CGI) and APMUS for 11,500,000 common shares in ICG and potential milestone payments, effectively spinning off the Nevada assets into a new public entity.
• APM shareholders will receive approximately 0.0342 ICG shares for every APM share held, retaining significant exposure to the Tuscarora District, while APM retains 4,000,000 shares (approx. 8% of ICG) and focuses on its flagship Madison Copper-Gold project.

Key Details

• Transaction Structure: APM will sell all issued and outstanding shares of CGI (owner of Danny Boy Project) and APMUS (owner of Tuscarora Project) to ICG.
• Consideration:
  • Equity: APM receives an aggregate of 11,500,000 common shares in ICG ("Consideration Shares").
  • Cash/Milestones: Up to US$5,000,000 in additional cash payments to APM, payable within five business days of either project achieving commercial production.
  • Total Value: Approximately $4 million in ICG equity upon satisfaction of closing conditions, plus the contingent milestone payments.
• Share Distribution to APM Shareholders:
  • APM shareholders will receive a pro rata distribution of 7,500,000 Consideration Shares.
  • Exchange Ratio: Each APM common share is exchanged for one new APM common share and approximately 0.0342 of an ICG common share.
  • Post-Transaction Ownership: APM shareholders will collectively hold approximately 19% of ICG’s issued and outstanding shares.
  • Retained Shares: APM will retain 4,000,000 ICG shares.
• Option and Warrant Treatment:
  • Options: Each APM option holder receives one new APM option and one ICG option to purchase approximately 0.0342 ICG shares.
  • Warrants: Each APM warrant validly exercised post-transaction yields one New APM Share and approximately 0.0342 ICG shares for no additional consideration.
• Lock-up and Sale Restrictions:
  • The 4,000,000 Retained Shares held by APM are subject to a lock-up agreement starting on the ICG listing date.
  • ICG has a prior placement right for any sales of Retained Shares by APM.
  • APM cannot sell more than 15% of the Retained Consideration Shares in any single 30-day calendar month period.
  • APM agrees to vote the Retained Consideration Shares in favor of all matters proposed by ICG management.
• Regulatory and Approval Conditions:
  • Requires court approval.
  • Requires shareholder approval: at least two-thirds (66⅔%) of votes cast by APM shareholders and a simple majority of votes cast by shareholders excluding certain interested parties (under Multilateral Instrument 61-101).
  • Requires conditional approval from the Canadian Securities Exchange (CSE) for ICG’s listing.
  • Expected to close in Q1 2026.
• Strategic Rationale:
  • APM monetizes non-core Nevada assets to focus on its flagship Madison Copper-Gold project in Montana.
  • ICG is a newly formed exploration company led by Western-US specialists, aiming to advance the Tuscarora District (a silver/gold epithermal system on the Carlin Trend in Nevada).
  • ICG plans to list on the CSE and complete a concurrent go-public financing in Q1 2026.
• Advisors:
  • Financial Advisor/Fairness Opinion: Evans & Evans Inc.
  • Legal Counsel (APM): McMillan LLP.
  • Legal Counsel (ICG): MLT Aikins LLP.

Notable Quotes

• Warwick Smith, CEO of APM: "This transaction places this highly prospective brownfield precious metals district in the hands of an energetic, motivated team of dedicated geological and capital markets professionals committed to rapidly advancing exploration and development... positioning our shareholders to realize value both in the near and long term, while allowing APM to continue building large equity positions and concentrate on our flagship Madison Copper-Gold project in Montana."
• Steven Sirbovan, President, CEO & Director of ICG: "We are excited to acquire the Tuscarora District and will move quickly toward unlocking its full potential. Nevada is one of the world's premier mining jurisdictions, and we believe the Tuscarora District's combination of past production, demonstrated high-grade silver and gold mineralization and large underexplored land package provide an opportunity to create significant shareholder value with the right technical focus and capital investment."