American Pacific Announces Execution of Arrangement Agreement to Sell the Tuscarora District to ICG Silver & Gold Ltd.
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American Pacific Announces Execution of Arrangement Agreement to Sell the
Tuscarora District to ICG Silver & Gold Ltd.
• Total consideration upon satisfaction of closing conditions will be approximately $4 million in ICG
equity
• Up to US$5 million in additional payments subject to certain milestones being achieved
• American Pacific to receive 11,500,000 Consideration Shares, with 7,500,000 distributed to APM
shareholders on a pro rata basis
• ICG led by an experienced, Western-USA specialist group of exploration geologists and capital
market professionals
Vancouver, British Columbia – December 8, 202 5 — American Pacific Mining Corp (CSE: USGD /
FSE:1QC1 / OTCQB: USGDF) (“APM” or the “ Company”) is pleased to announce that it has entered into
an arrangement agreement (the “Arrangement Agreement”) with ICG Silver & Gold Ltd . (“ICG”) where
ICG will acquire 100% of the Tuscarora and Danny Boy projects from APM (the “Projects”, and collectively,
the “Tuscarora District”). Under the terms of the Arrangement Agreement, the Company will: (i) sell all of
the issued and outstanding shares (each, a “CGI Share”) of Clearview Gold Inc. (“CGI”) and all of the issued
and outstanding shares (each, a “ APMUS Share” and, together with the CGI Shares, the “ Purchased
Shares”) in exchange for an aggregate of 11,500,000 common shares in the capital of ICG (each, a
“Consideration Share”) and certain contingent payments; and (ii) distribute, on a pro rata basis, 7,500,000
of the Consideration Shares (the “Distributed Shares”) to holders of common shares (each, a “Company
Share”) in the capital of the Company (the “ Company Shareholders”), all pursuant to a court-approved
plan of arrangement under the Business Corporations Act (British Columbia) (the “ Transaction”).
Following closing of the Transaction, it is expected that CGI and APMUS will operate as wholly -owned
subsidiaries of ICG , the Company Shareholders will collectively hold 7,500,000 of the issued and
outstanding common shares in the capital of ICG (the “ICG Shares”), and the Company will hold 4,000,000
of the ICG Shares (the “Retained Shares”).
Transaction Rationale
The sale of the Tuscarora District allows APM to unlock value for shareholders by exchanging past -
producing silver and gold assets in Nevada , not currently a core focus for the Company, for a significant
equity interest in a focused exploration company dedicated to advancing the district. APM shareholders
will retain exposure to ICG’s corporate growth and exploration and development success at the Tuscarora
District through its equity ownership (Distributed Shares and Retained Shares) and milestone -based
consideration structure.
“This transaction places t his highly prospective brownfield precious metals district in the hands of a n
energetic, motivated team of dedicated geological and capital markets professionals committed to rapidly
advancing exploration and development ,” commented APM CEO, Warwick Smith. “We believe that by
monetizing these Projects in exchange for equity and milestone-based upside at a moment when precious
metal prices are reaching new all-time highs, we’re 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, added: “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.”
Summary of the Transaction
Under the Arrangement Agreement, ICG has agreed to acquire from the Company (i) CGI, the registered
owner of the Danny Boy Project, and (ii) APMUS, the registered owner of the Tuscarora Project, in exchange
for an aggregate of 11,500,000 Consideration Shares; and US$5,000,000 in cash payable to the Company
within five business days of either of the Projects achieving commercial production . It is a condition to
closing of the Transaction that the Company transfer all properties, other than Danny Boy and Tuscarora,
held by APMUS and CGI to other entities such that ICG will only acquire the Tuscarora District.
Additionally, pursuant to the Transaction, the Company will distribute, on a pro rata basis, 7,500,000 of the
Consideration Shares to the Company Shareholders, such that , following closing of the Transaction, the
Company Shareholders will collectively hold approximately 19% of the issued and outstanding ICG Shares
and the Company will hold the Retained Shares.
The Arrangement Agreement
Pursuant to the Arrangement Agreement, each outstanding APM common share (the “ APM Share”) will
be exchanged for (i) one new APM common share (the “ New APM Share”) and (ii) approximately 0.0342
of a common share of ICG (the “ICG Share”).
Also under the Arrangement Agreement, (i) for each stock option of APM held (an “ Old APM Option ”),
each option holder shall receive one new APM option (the “New APM Option”) to purchase from APM one
New APM Share and one ICG option (the “ ICG Option”) to purchase from ICG approximately 0.0342 of a
ICG Share and (ii) for each common share purchase warrant of APM (the “APM Warrant”) validly exercised
following the Transaction, the warrant holder shall receive one New APM Share and, for no additional
consideration, approximately 0.0342 of a ICG Share. The New APM Options will be issued pursuant to the
existing APM stock option plan. The New ICG Options will be issued pursuant to a new stock option plan to
be adopted by ICG pursuant to the Transaction. The exercise price of the New APM Option s, the ICG
Options, and the APM Warrant s will be determined in accordance with the terms of th e Arrangement
Agreement (as more particularly described in a management information circular of the Company (the
“Management Information Circular”).
The implementation of the Transaction will require court approval and the approval of (i) at least two -
thirds (66⅔%) of the votes cast by the Company Shareholders and (ii) at least simple majority of the votes
cast by Company Shareholders, excluding votes from certain shareholders as required under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
In connection with the Transaction, ICG intends to list the ICG Shares (the “ICG Listing”) for trading on the
Canadian Securities Exchange (“CSE”). Conditional approval by the CSE of the ICG Listing is a condition to
closing of the Transaction. The Retained Shares will be subject to a Lock-up Agreement beginning on the
date of the ICG Listing, during which proposed sales of the Retained Shares by the Company will be subject
to a prior placement right by ICG. Beginning on the Listing Date and ending on the date that is 36 months
after that date, if APM wishes to sell in excess of in excess of 5% of the Retained Consideration Shares in
any five trading day period on the Exchange or any other applicable stock exchange or public trading
platform, it shall deliver a notice in writing to ICG (the “Notice of Sale”) that shall set out the number of
Retained Consideration Shares that APM wishes to sell (the “Sale Shares”). Upon the Notice of Sale being
given, ICG shall first have the right to try and place all or a portion of the Sale Shares within seven trading
days after the Notice of Sale is deemed to have been received Notwithstanding any other provision of this
Agreement, APM shall not sell more than 15% of the Retained Consideration Shares in any single 30 day
calendar month period (the “Monthly Restriction”). The Company will also vote the Retained Consideration
Shares in favour of all matter proposed by management of ICG.
In addition to court approvals, the Transaction is subject to approval by the Company Shareholders at a n
annual general and special meeting of shareholders (the “ Meeting”), applicable regulatory and stock
exchange approvals, and the satisfaction of certain other closing conditions customary in transactions of
this nature. Subject to the receipt of all required approvals and the satisfaction (or waiver) of all other
conditions precedent, the Transaction is expected to close in Q1 2026.
Directors and officers of the Company who collectively hold in the aggregate 2,529,500 Company Shares,
representing approximately 1.2% of the issued and outstanding Company Shares on a non -diluted basis,
8,290,000 Old APM Options and 75,000 APM Warrants, have entered into voting support agreements with
ICG, pursuant to which they have agreed, among other things, to vote their Company Shares in favour of
the Transaction, subject to certain exceptions.
Full details of the Arrangement Agreement will be included in the management information circular for the
Meeting to be filed with applicable regulatory authorities and mailed to Company Shareholders in
accordance with applicable securities laws.
Company Shareholders and other interested parties are advised to read the materials relating to the
proposed Transaction, including the Arrangement Agreement , Share Exchange Agreement and the
Voluntary Escrow Agreement , that will be filed by the Company with securities regulatory authorities in
Canada when they become available. Anyone may obtain copies of these documents when available free
of charge under the Company’s SEDAR+ profile at www.sedarplus.ca.
Evans & Evans Inc. acted as financial advisor and provided a fairness opinion, dated December 5, 2025, to
the board of directors of the Company. McMillan LLP acted as legal counsel to the Company and MLT Aikins
LLP acted as legal counsel to ICG.
This announcement is for informational purposes only and does not constitute a solicitation or a proxy. All
amounts are in Canadian currency unless otherwise stated.
About ICG Silver & Gold Ltd.
ICG Silver & Gold Ltd. is a newly formed mineral exploration and development company created to acquire
and advance the Tuscarora District in northern Nevada. The company’s strategy is centered on:
• Advancing the Tuscarora District through systematic exploration and technical studies;
• Building a district-scale geological model; and
• Progressing the project toward resource definition and future development.
The Tuscarora District is a silver/gold epithermal system sitting on the Carlin Trend, about one hour
northwest of Elko, Nevada. Upon closing, ICG will control 100% of the approximately 8,000-acre land
package, which has had extensive rock chip sampling, thousands of meters of RC and core drilling, and
tens of kilometers of CSAMT geophysics completed on the property. ICG fundamentally believes in the
long-term value of precious metals exploration, especially silver and gold.
ICG is currently in the process of completing a capital raise, which will be followed by a concurrent go -
public financing and listing on the CSE, anticipated in Q1 2026.
ICG is led by a technical and management team with extensive experience in exploration, permitting,
capital markets, and development of mining projects in the Western United States, including Nevada.
The Team
Jeff Swinoga – Chair
• Jeff is a senior mining executive with over 25 years’ experience in the mining sector
• Recognized strategic leader with an extensive network focused on business objectives, project
development, M&A, and capital markets
• Served as an Officer, Director, Finance of Barrick Gold for seven years
• Has led numerous project financings totaling over $2 billion and raised over $400 million in equity
• Has served on Boards of numerous publicly traded companies (Chair of Imperial Mining, Audit
Chair of Excellon Resources, Radisson Mining, First Cobalt and Tonbridge Power)
• Formerly, CFO of numerous public companies (Torex Gold, HudBay Minerals, Golden Star
Resources and North American Palladium) and CEO of First Mining Gold
• Currently, is CEO of Exploits Discovery, prior to which was the Canadian Mining & Metals co Leader
& Partner at EY
• Holds CPA, MBA & Honours Economics degrees
• Board member of PDAC
Steven Sirbovan – President & CEO, Director
• Founder of Blink Capital, a Toronto-based merchant bank
• Growth-stage capital markets professional with 12+ years of experience in investment banking,
private equity & investor relations
• Spent 8+ years at Ventum Financial, working exclusively with companies in the high-growth, < $100
million market cap segment
• Most recently served as Director and co-led the Origination Investment Banking group
• Led public and private financings, M&A transactions, and other corporate advisory mandates
• Participated in 100+ transactions totaling ~$500 million in aggregate value
• Sector expertise includes metals & mining, industrials, technology, renewables, healthcare,
biotech, consumer products, and real estate
Korbon McCall – VP Exploration
• Exploration geologist with extensive experience in mineral exploration and project development
across the western United States
• Currently serves as Senior Project Geologist for Canter Resources Corp. and American Pacific
Mining Corp.
• President and Founder of McCall Geosciences, LLC, a consulting firm providing geologic services
for early- to advanced-stage exploration ventures
• Graduate of the University of Idaho with a Bachelor’s in science (Geology), currently an MBA
candidate at UL at Lafayette
Will Avery – CFO
• Spent 9 years as partner at MNP LLP, a prominent Canadian accounting firm, in an almost 20-year
career holding numerous leadership positions overseeing more than 100 staff and partners
• Serviced companies pursuing public listings in both Canada and the U.S., including those registering
for dual listings
• Provided expertise in US GAAP and IFRS across a variety of industries and to varying sized
companies, including companies with market capitalizations more than $1 billion
• Retired from public accounting in 2023 to spend more time with family and pursue interest in
advising small and mid-market companies
Erik Sloane – Independent Director
• A senior executive in the Canadian ETF industry, leading a team of sales professionals as they
partner with investment platforms, wealth management advisors, and institutional managers to
harness the power of ETFs in their portfolios
• With nearly 20 years of capital markets experience building trusted Canadian and international
equities stock exchanges, he’s held various senior management responsibilities across technology,
operations, product and sales teams delivering complex integrations and implementation
programs
• Previously the Chief Revenue Officer at Cboe Canada (formerly , the NEO Exchange) and Global
Head of Corporate Listings at Cboe Global Markets where he was responsible for building the
company listings sales team, alongside planning, strategy and execution supporting the launch of
corporate listings businesses in Canada, the US, UK and EU markets
• Graduate of Queen’s University in Kingston, Ontario, with a Bachelor of Arts, Honours degree in
Economics
To learn more about ICG, please visit www.icgsilverandgold.com to subscribe to the newsletter.
About American Pacific Mining Corp.
American Pacific Mining Corp. is a precious and base metals explorer and developer focused on
opportunities in the Western United States. The Company’s flagship asset is the 100% -owned past-
producing Madison Copper -Gold Project in Montana. For the Madison transaction, American Pacific
was selected as a finalist in both 2021 and 2022 for ‘Deal of the Year’ at the S&P Global Platts Metals
Awards, an annual program that recognizes exemplary accomplishments in 16 performance
categories. Through a 2025 transaction with Vizsla Copper, American Pacific has established a major
equity position and secured $15M in aggregate milestone upside exposure to the advanced
exploration stage Palmer Copper-Zinc VMS Project in Alaska. Also, in American Pacific’s portfolio are
several high -grade, precious metals projects located in key mining districts in Nevada, on which the
Company intends to transact. The Company’s mission is to pro vide shareholders discovery and
exploration upside exposure across its portfolio through partnerships, spin -outs and direct
exploration.
American Pacific is incorporated pursuant to the laws of British Columbia and its head office is located
at Suite 910 – 510 Burrard Street Vancouver, BC, V6C 3A8.
On Behalf of American Pacific Mining Corp. Board of Directors:
Warwick Smith, CEO & Director
Corporate Office: Suite 910 – 510 Burrard Street, Vancouver, BC, V6C 3A8, Canada
Investor relations contact:
Kristina Pillon, High Tide Consulting Corp.,
604.908.1695 / [email protected]
Media relations contact:
Adam Bello, Primoris Group Inc.,
416.489.0092 / [email protected]
On Behalf of ICG Silver & Gold Ltd. Board of Directors:
Steven Sirbovan, President, CEO & Director
Corporate Office: Suite 1500 – 1055 West Georgia Street, Vancouver, BC, V6E 4N7, Canada
Investor relations contact:
Kristina Pillon, High Tide Consulting Corp.,
604.908.1695 / [email protected]
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news
release.
Forward-looking Information
This news release includes certain statements that may be deemed “forward -looking statements”. All
statements in this new release, other than statements of historical facts, that address events or
developments that the Company expects to occur, are forward -looking statements. Forward -looking
statements are statements that are not historical facts and are generally, but not always, identified by the
words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and
similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur.
Forward-looking statements in this news release include, without limitation, statements related to the
completion of the Transaction and the ICG Listing . Although the Company believes the expectations
expressed in such forward-looking statements are based on reasonable assumptions, such statements are
not guarantees of future performance and actual results may differ materially from those in the forward -
looking statements. Factors that could cause the actual results to differ materially from those in forward-
looking statements include market prices, continued availability of capital and financing, and general
economic, market or business conditions. Investors are cautioned that any such statements are not
guarantees of future performance and actual results or developments may differ materially from those
projected in the forward -looking statements. Forward -looking statements are based on the beliefs,
estimates and opinions of the Company’s management on the date the statements are made. Except as
required by applicable securities laws, the Company undertakes no obligation to update these forward -
looking statements in the event that management's beliefs, estimates or opinions, or other factors, should
change.