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American Pacific Mining Corp (2)
Symbol USGD
Shares Issued 219,088,052
Close 2026-01-12 C$ 0.245
Market Cap C$ 53,676,573
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American Pacific talks ICG arrangement

2026-01-12 16:42 ET - News Release

Mr. Warwick Smith reports

AMERICAN PACIFIC PROVIDES UPDATE ON PLAN OF ARRANGEMENT WITH ICG SILVER & GOLD LTD. AND COMPLETES SHARE PAYMENTS TO THREE FORMER EMPLOYEES

American Pacific Mining Corp. has provided an update, further to its news release dated Dec. 8, 2025, regarding its previously announced plan of arrangement with ICG Silver & Gold Ltd.

Highlights:

  • American Pacific will sell the Tuscarora and Danny Boy projects to ICG in exchange for an aggregate of 11.5 million common shares in the capital of ICG.
  • The company will distribute 7.5 million ICG Consideration shares to American Pacific shareholders on a pro rata basis and retain the remaining four million ICG consideration shares.
  • American Pacific shareholders of record on closing of the arrangement will receive approximately 0.034 of an ICG distribution share for each American Pacific share held.

Pursuant to the arrangement, ICG will acquire 100 per cent 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 11.5 million ICG consideration shares and a contingent payment of $5-million (U.S.) payable by ICG to APM upon either project achieving commercial production. The company will distribute 7.5 million ICG consideration shares to APM shareholders on a pro rata basis and retain the remaining four million ICG consideration shares.

Meeting details

The company's annual general and special meeting of shareholders has been scheduled for Feb. 18, 2026, at which American Pacific 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 Jan. 2, 2026. 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

American Pacific 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 American Pacific shares as of the date hereof, shareholders of record on closing will receive approximately 0.034 of an ICG distribution share for each American Pacific 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 postclosing 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 Dec. 26, 2025, the company has issued an aggregate of 1,281,722 common shares in the capital of the company at a deemed price of 17.5 cents per common share to former employees in full satisfaction of certain employment-related liabilities totalling $224,301.35. The common shares issued pursuant to the employee issuance are subject to a statutory hold period expiring on May 13, 2026.

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-per-cent-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 $15-million in aggregate milestone upside exposure to the advanced exploration stage Palmer copper-zinc VMS (volcanogenic massive sulphide) 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, spinouts 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 St., Vancouver, B.C., V6C 3A8.

We seek Safe Harbor.

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