American Pacific Mails Meeting Materials for Annual General and Special Meeting in Connection with Previously Announced Plan of Arrangement with ICG Silver & Gold Ltd.

Executive Summary

• American Pacific Mining Corp. is seeking shareholder approval for a court‑approved plan of arrangement that will result in ICG Silver & Gold Ltd. acquiring 100 % of the Tuscarora and Danny Boy projects.
• In exchange, American Pacific will receive 11,500,000 newly issued ICG common shares, of which approximately 7,500,000 will be distributed to existing APM shareholders on a yet‑to‑be‑determined exchange ratio (illustratively ~0.0283 ICG share per APM share).
• The annual general and special meeting to vote on the arrangement is scheduled for February 25, 2026; proxy materials have been mailed to shareholders of record as of January 2, 2026.

Key Details

• Arrangement Agreement: Dated December 7, 2025, amended January 21, 2026 between American Pacific and ICG Silver & Gold Ltd.
• Transaction Structure: ICG will acquire all issued and outstanding shares of Clearview Gold Inc. (owner of Danny Boy) and American Pacific Mining (US) Inc. (owner of Tuscarora) in exchange for 11,500,000 fully paid, non‑assessable ICG common shares.
• Share Distribution: Approximately 7,500,000 of the ICG shares will be distributed to APM shareholders; the remaining ICG shares will be retained by American Pacific.
• Illustrative Exchange Ratio: Based on current APM share count and assuming completion of a fully subscribed non‑brokered private placement announced Jan 20, 2026, the ratio is ~0.0283 ICG share per APM share (subject to adjustment at closing).
• Closing Date & Closing Mechanics: The exchange ratio will be finalized on the transaction’s closing date; distribution shares will be issued to shareholders of record as of that date.
• Court Order: On Jan 23, 2026, the Supreme Court of British Columbia issued an interim order authorizing the meeting and related procedural matters for the arrangement.
• Meeting Details: Annual General & Special Meeting – 10:00 a.m. Vancouver time, Feb 25, 2026; shareholders to vote on the arrangement among other routine items.
• Proxy Materials: Management Information Circular and proxy forms mailed to shareholders of record (Jan 2, 2026); available on SEDAR+.
• Voting Instructions: Proxy return by Feb 23, 2026 (48 h before meeting) via mail or online; beneficial shareholders receive Voting Instruction Forms through intermediaries.

Notable Quotes

• “The Board of Directors of American Pacific recommends that Shareholders vote FOR the Arrangement.” – Warwick Smith, CEO & Director

Materiality Assessment: Material – Positive (the arrangement represents a significant corporate transaction that will change ownership of key assets and provide shareholders with ICG shares).