American Pacific Provides Update on Plan of Arrangement with ICG Silver & Gold Ltd. and Completes Share Payments to Three Former Employees

Executive Summary

• American Pacific Mining Corp. (“APM”) announced a definitive arrangement to sell its Tuscarora and Danny Boy projects to ICG Silver & Gold Ltd. in exchange for 11,500,000 ICG common shares, with a contingent US$5 million payment upon commercial production.
• APM will distribute 7,500,000 of those ICG shares to its shareholders on a pro‑rata basis (≈0.034 ICG share per APM share) and retain the remaining 4,000,000 shares.
• The arrangement is subject to shareholder, court and regulatory approvals; closing is expected in late February 2026, with an annual general and special meeting scheduled for February 18 2026 to seek shareholder approval.

Key Details

• Transaction Structure: Sale of 100% of Tuscarora and Danny Boy projects via acquisition of two wholly‑owned APM subsidiaries by ICG.
• Consideration:
• 11,500,000 ICG common shares issued to APM (each an “ICG Consideration Share”).
• Contingent cash payment of US$5 million payable by ICG to APM upon either project reaching commercial production.
• Share Distribution to APM Shareholders:
• 7,500,000 ICG shares will be distributed on a pro‑rata basis (≈0.034 ICG share per APM share).
• Remaining 4,000,000 ICG shares retained by APM.
• Meeting Details:
• Annual General and Special Meeting set for February 18 2026.
• Record date for meeting notice/voting: January 2 2026.
• Shareholders will vote on the Arrangement among other routine matters.
• Approvals & Timing:
• Subject to shareholder, court and regulatory approvals, including conditional CSE approval of ICG listing.
• Expected closing in late February 2026; further updates will be provided as available.
• Employee Issuance (Ancillary):
• Issued 1,281,722 common shares at a deemed price of $0.175 to former employees, satisfying employment‑related liabilities of $224,301.35.
• Shares subject to statutory hold period expiring May 13 2026.

Notable Quotes

No direct quotes were included in the release.