American Pacific Mining and ICG Silver & Gold Complete Plan of Arrangement for the Sale of the Tuscarora District
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American Pacific Mining and ICG Silver & Gold Complete Plan of Arrangement for the Sale
of the Tuscarora District
Vancouver, British Columbia – March 25, 2026 —American Pacific Mining Corp. (CSE: USGD /
OTCQX: USGDF / FSE: 1QC1) (“American Pacific”) and ICG Silver & Gold Ltd. (“ICG”) (collectively
the “Companies”) are pleased to announce that, further to a news release dated March 20, 2026, the
Companies have completed, effective March 25, 2026 (the “Closing Date”), the plan of arrangement (the
“Arrangement”) for the sale of 100% of the Tuscarora and Danny Boy projects (collectively, the “Tuscarora
District”) by American Pacific to ICG.
“We are very pleased to have completed the sale of the high-quality Tuscarora District, ” commented
American Pacific CEO, Warwick Smith. “We have always believed that the Tuscarora District warranted a
dedicated team to focus its energy and resources in systematically exploring this district -scale silver and
gold opportunity in Nevada, the world’s top mining district according to Fraser Institute’s 2025 survey. In
our view, ICG is well positi oned to rapidly advance the Tuscarora District to a preliminary resource,
leveraging the team’s strong capital markets acumen, substantial technical depth, and significant
leadership experience at major companies . We look forward to our shareholders benefiting from the
advancement of the Tuscarora District, both directly and through American Pacific’s equity exposure to
ICG, while we concentrate our efforts on our flagship Madison Copper-Gold Project in Montana, where
we expect drills to be turning later this month.”
“We are grateful for the vast amount of work that the American Pacific team and previous operators have
done to bring the Tuscarora District to the advanced stage it is today,” commented ICG CEO Steven
Sirbovan. “The abundance of quality data has provided us with a strong foundation to create a
comprehensive geological, district -scale model, which will set us up to explo re the extent of our land
package for silver and gold, and eventually advance the project toward a first mineral resource estimate."
Under the Arrangement, American Pacific has completed the sale to ICG of the Tuscarora District through
the sale to ICG of two previously wholly-owned subsidiaries of American Pacific in exchange for (i) the
issuance by ICG to the Company of an aggregate of 11,500,000 common shares in the capital of ICG (each,
an “ICG Consideration Share ”), 7,500,000 shares of which (the “ICG Distribution Shares ”) have been
distributed to shareholders of the Company (“APM Shareholders”) of record on the Closing Date on a pro-
rata basis, and (ii) a contingent payment of US$5 million payable by ICG to American Pacific upon achieving
commercial production. Pursuant to the Arrangement, each outstanding common share of the Company
(each, an “APM Share”) was exchanged for (i) one new common share of the Company (a “New APM
Share”), which is identical in every relevant respect to APM Shares, and (ii) approximately 0.0283 of an
ICG Distribution Share for each APM Share held (the “Exchange Ratio”). The Company has retained the
remaining 4,000,000 ICG Consideration Shares, which are subject to a lock-up agreement dated December
7, 2025, between the Company and ICG.
APM Shareholders approved the Arrangement at the annual general and special meeting of APM
Shareholders held on February 25, 2026 . The Supreme Court of British Columbia issued a final order
approving the Arrangement on February 27, 2026.
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ICG has received conditional approval from the Canadian Securities Exchange (the “CSE”) for the listing of
the common shares of ICG (the “ICG Shares”) on the CSE. The ICG Shares, including the ICG Distribution
Shares, are expected to commence trading on the CSE on March 31, 2026 under the ticker “ICG” (the “ICG
Listing Date”). Following completion of the Arrangement, the New APM Shares are expected to trade
under new CUSIP and ISIN numbers, 028792109 and CA0287921096, respectively. Following completion
of the Arrangement, ICG is a reporting issuer in each of the provinces of Alberta, British Columbia, Nova
Scotia, Ontario and Saskatchewan.
In connection with the Arrangement, ICG previously completed a subscription receipt financing for gross
proceeds of approximately $2.8 million, the proceeds of which were held in escrow pending satisfaction
of certain escrow release conditions. Upon completion of the Arrangement, such conditions were satisfied
and each subscription receipt automatically converted into units of ICG at $0.35 per ICG share, with each
unit comprised of one common share and one-half of a common share purchase warrant, with the
escrowed funds released to ICG to support the advancement of the Tuscarora District. Each ICG Warrant
is exercisable into one ICG Share at an exercise price of $0.50 per ICG Share for a period of 24 months
from the ICG Listing Date.
APM Shareholders of record at the Closing Date have been distributed their pro-rata entitlement of ICG
Distribution Shares in accordance with the Arrangement. Based on the number of issued and outstanding
APM Shares as of the Closing Date, APM Shareholders of record received approximately 0.0283 of an ICG
Distribution Share for each APM Share held. The ICG Distribution Shares have been distributed
automatically to APM Shareholders through their respective brokers or the Company's transfer agent, as
applicable, and APM Shareholders are not required to take any action or submit any documentation in
order to receive their entitlement. Registered APM Shareholders should expect to receive Direct
Registration System (“DRS”) statements representing their New APM Shares and ICG Distribution Shares
by mail. Beneficial APM Shareholders who hold their APM Shares through an intermediary (such as a
broker, investment dealer, bank, trust company or other nominee) should contact their intermediary for
information regarding the receipt of their New APM Shares and ICG Distribution Shares.
About American Pacific Mining Corp.
American Pacific Mining 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 with 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,
some of which the Company intends to transact. The Company’s mission is to provide 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.
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About ICG Silver & Gold Ltd.
ICG Silver & Gold Ltd. is a new mineral exploration and development company advancing 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 located on the Carlin Trend, approximately
one hour northwest of Elko, Nevada. ICG will control s 100% of the approximately 10,000-acre land
package, which has had extensive rock chip sampling, thousands of meters of reverse circulation and
core drilling, and tens of kilometers of CSAMT geophysics completed on the property. ICG
fundamentally believes in the long -term value of pre cious metals exploration, especially silver and
gold and is led by a tech nical and management team with extensive experience in exploration,
permitting, capital markets, and development of mining projects in the Western United States,
including Nevada.
On behalf of the 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]
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Full disclosure can be found in our NI 43-101 Technical Report for the Madison Project at
www.americanpacificmining.com.
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news
release.
FORWARD-LOOKING STATEMENTS
This news release includes certain statements and information that constitute forward -looking
information within the meaning of applicable Canadian securities laws. All statements in this news release,
other than statements of historical facts, are forward -looking statements. Such forward -looking
statements and forward-looking information specifically include, but are not limited to, statements that
relate to the completion of the transaction, and timely receipt of all necessary approvals; the listing of ICG
Shares on the CSE and the expected commencement of trading thereof; the distribution of the ICG
Distribution Shares to APM Shareholders; the anticipated Exchange Ratio; and the expected new C USIP
and ISIN numbers for the New APM Shares.
Any statements or information that express or involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always,
using words or phrases such as “expects”, “anticipates”, “believes”, “plans”, “estimates”, “intends”,
“targets”, “goals”, “forecasts”, “objectives”, “potential” or variations thereof or stating that certain
actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the
negative of any of these terms and similar expressions) are not statements of historical fact and may be
considered forward-looking information. The Companies’ forward-looking information is based on the
assumptions, beliefs, expectations and opinions of their respective management as of the date of this press
release and include but are not limited to information with respect to, the transaction and receipt of all
necessary approvals therefor and the receipt of final approval of the CSE for the listing of the ICG Shares .
Other than as required by applicable securities laws, neither of the Companies assumes any obligation to
update forward-looking information if circumstances or management's assumptions, beliefs, expectations
or opinions should change, or changes in any other events affecting such stat ements or information. For
the reasons set forth above, investors should not place undue reliance on forward-looking information.