American Pacific Provides Update on Plan of Arrangement with ICG Silver & Gold Ltd. and Completes Share Payments to Three Former Employees
American Pacific Provides Update on Plan of Arrangement with ICG Silver & Gold Ltd. and
Completes Share Payments to Three Former Employees
(All dollar amounts are expressed in Canadian dollars unless otherwise indicated)
Vancouver, British Columbia – January 12, 2026 —American Pacific Mining Corp. (CSE: USGD /
OTCQX: USGDF / FSE:1QC1) (“American Pacific,” “APM” or the “Company”) is pleased to provide
an update , further to its news release dated December 8, 2025 , regarding its previously
announced plan of arrangement (the “Arrangement”) with ICG Silver & Gold Ltd. (“ICG”).
Highlights:
• APM will sell the Tuscarora and Danny Boy projects to ICG in exchange for an aggregate
of 11,500,000 common shares in the capital of ICG (each, an “ICG Consideration Share”).
• The Company will distribute 7,500,000 ICG Consideration Shares to APM shareholders on
a pro rata basis (the “ ICG Distribution Shares”) and retain the remaining 4,000,000 ICG
Consideration Shares.
• APM shareholders of record on closing of the Arrangement (“Closing”) will receive
approximately 0.034 of an ICG Distribution Share for each APM share held.
Pursuant to the Arrangement, ICG will acquire 100% of the Tuscarora and Danny Boy projects
from APM through the acquisition of two wholly-owned subsidiaries of APM, in exchange for an
aggregate of 11,500,000 ICG Consideration Shares and a contingent payment of US$5 million
payable by ICG to APM upon either project achieving commercial production . The Company will
distribute 7,500,000 ICG Consideration Shares to APM shareholders on a pro rata basis and retain
the remaining 4,000,000 ICG Consideration Shares.
Meeting Details
The Company’s annual general and special meeting of shareholders (the “Meeting”) has been
scheduled for February 18, 2026, at which APM shareholders will be asked to approve, among
other things, the Arrangement and customary annual general meeting matters. The record date
for determining shareholders entitled to receive notice of and vote at the Meeting is January 2,
2026 (the "Record Date"). Only shareholders of record as of the Record Date will be entitled to
vote at the Meeting.
The Company’s management information circular and related meeting materials will contain full
details of the Arrangement , annual general meeting matters and voting procedures and are
expected to be mailed to shareholders in the coming weeks.
ICG Distribution Shares
APM shareholders of record at Closing will be entitled to receive the ICG Distribution Shares in
accordance with the Arrangement. This entitlement is separate from, and not determined by, the
Record Date established for the Meeting. Based on the number of issued and outstanding APM
shares as of the date hereof, shareholders of record on Closing will receive approximately 0.034
of an ICG Distribution Share for each APM share held.
Subject to the receipt of all required shareholder, court and regulatory approvals, including the
conditional approval of the Canadian Securities Exchange for the listing of ICG (subject only to
customary post -closing conditions), the Company expects the Arrangement to close in late
February 2026. The Company will provide further updates related to the Arrangement as they
become available.
Additionally, further to its news release from December 26, 2025 , the Company has issued an
aggregate of 1,281,722 common shares in the capital of the Company (each, a “Common Share”)
at a deemed price of $0.175 per Common Share to former employees in full satisfaction of certain
employment-related liabilities totaling $224, 301.35 (the “ Employee Issuance ”). The Common
Shares issued pursuant to the Employee Issuance are subject to a statutory hold period expiring
on May 13, 2026.
The securities referred to in this news release have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the
absence of U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of, the securities in the United States or in any other jurisdiction in which
such offer, solicitation or sale would be unlawful. “United States” and “U.S. person” are as
defined in Regulation S under the U.S. Securities Act.
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 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.
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]
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 in this news release includes, but is not limited to, statements
relating to: the completion of the Arrangement; the timing and receipt of shareholder, court and
regulatory approvals; the holding of the Meeting; the timing of mailing of the management information
circular and related meeting materials; the expected distribution of ICG Distribution Shares; the expected
timing of Closing; the number of ICG Distribution Shares to be received per APM share held; the retention
of ICG Consideration Shares by the Company ; and the anticipated listing of ICG Shares on the Canadian
Securities Exchange.
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 Company's forward-looking information is based on the assumptions, beliefs, expectations and
opinions of management as of the date of this press release and include, but are not limited to, the ability
of the parties to complete the Arrangement on the terms currently contemplated or at all; the receipt of
all required shareholder, court and regulatory approvals; and the timing of the Meeting, the mailing of
meeting materials and Closing. . Other than as required by applicable securities laws, the Company does
not assume any obligation to update forward -looking information if circumstances or managem ent's
assumptions, beliefs, expectations or opinions should change, or changes in any other events affecting such
statements or information. For the reasons set forth above, investors should not place undue reliance on
forward-looking information.