American Pacific Announces Results of Its Annual General and Special Meeting in Connection with Previously Announced Plan of Arrangement with ICG Silver & Gold Ltd.

Executive Summary

• Shareholders approved American Pacific Mining Corp.’s court‑approved plan of arrangement with ICG Silver & Gold Ltd., enabling the sale of its Tuscarora and Danny Boy projects.
• The transaction will result in American Pacific receiving 11,500,000 ICG common shares, of which 7,5 million will be distributed to shareholders on a pro‑rata basis (≈0.0283 ICG share per APM share).
• Both the two‑thirds shareholder approval threshold and the minority‑shareholder majority requirement were satisfied (≈90 % in favour), clearing the way for a final court order and expected closing in March 2026.

Key Details

• Arrangement Overview: Under the Arrangement Agreement dated Dec 7 2025 (amended Jan 21 2026), ICG will acquire 100 % of American Pacific’s Tuscarora and Danny Boy projects.
• Consideration: ICG will issue 11,500,000 fully paid, non‑assessable common shares to American Pacific; 7,500,000 of these will be distributed to APM shareholders.
• Exchange Ratio (illustrative): Approximately 0.0283 ICG share for each APM share held (based on current outstanding shares).
• Shareholder Vote: 81,449,676 APM shares represented (37.17 % of total) – ~90.22 % voted in favour of the Arrangement; minority‑shareholder approval achieved with ~89.87 % in favour.
• Board Elections: Warwick Smith, Eric Saderholm, Ken Cunningham, Joness Lang and Ali Hakimzadeh elected/re‑elected to the board.
• Auditor Re‑appointment: Davidson & Company LLP re‑appointed as auditors.
• Closing Conditions: Subject to receipt of a Final Order from the Supreme Court of British Columbia (expected Feb 27 2026) and ICG’s listing on the Canadian Securities Exchange; anticipated completion in March 2026.
• Future Milestones: ICG plans a public listing on the CSE during Q1 2026.

Notable Quotes

(No direct quotes were included in the release.)