Mr. Warwick Smith reports
AMERICAN PACIFIC ANNOUNCES RESULTS OF ITS ANNUAL GENERAL AND SPECIAL MEETING IN CONNECTION WITH PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT WITH ICG SILVER & GOLD LTD.
American Pacific Mining Corp. has released the results of its annual general and special meeting of holders of common shares of the company, held on Feb. 25, 2026.
Shareholders voted in favour of all resolutions presented at the meeting, including: (i) the company's previously announced court-approved plan of arrangement with ICG Silver & Gold Ltd.; (ii) the election of directors; (iii) the reappointment of Davidson & Company LLP, chartered professional accountants, as the auditor of the company; and (iv) the reapproval of the company's stock option plan.
About the arrangement
Under the terms and conditions of an arrangement agreement dated Dec. 7, 2025, as amended on Jan. 21, 2026, between the company and ICG, ICG will acquire 100 per cent of the Tuscarora and Danny Boy projects from the company. Pursuant to the arrangement agreement, ICG will acquire all of the issued and outstanding shares of Clearview Gold Inc. and American Pacific Mining (U.S.) Inc., each a wholly owned subsidiary of American Pacific, and the registered owner of the Danny Boy and Tuscarora projects, respectively, in exchange for the issuance to the company of 11.5 million fully paid and non-assessable common shares in the capital of ICG.
Pursuant to the arrangement, the company will distribute 7.5 million of the ICG shares to shareholders in accordance with an exchange ratio to be determined at the closing date of the transaction based on the number of issued and outstanding American Pacific Mining shares as of the closing date. The ICG distribution shares will be distributed to shareholders of record as of the closing date and the company will retain the remaining ICG shares received pursuant to the arrangement. For illustrative purposes only, based on the issued and outstanding American Pacific Mining shares as of the date of this news release, the exchange ratio would be approximately 0.0283 of an ICG share for each American Pacific Mining share held.
Meeting results
Shareholders holding a total of 81,449,676 American Pacific Mining shares were represented in person or by proxy at the meeting, representing 37.17 per cent of the 219,088,051 issued and outstanding American Pacific Mining shares entitled to vote as of Jan. 2, 2026, the record date for the meeting.
As disclosed in the company's management information circular dated Jan. 23, 2026, the arrangement required the approval of at least two-thirds (66-2/3rds per cent) of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the meeting. The circular describes, under "The Arrangement -- Interest of Certain Persons in the Arrangement," certain acquisitions of ICG shares by related parties of the company and addresses the application of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, to those transactions. In connection with the customary regulatory review process applicable to transactions of this nature, it was determined that such acquisitions constitute a collateral benefit under MI 61-101 for which an exemption is not available. Accordingly, the arrangement was also required to receive minority approval in accordance with MI 61-101, being approval by a simple majority of the votes cast by shareholders other than such related parties whose votes were required to be excluded for purposes of the minority approval under MI 61-101 (representing, in aggregate, approximately 0.65 per cent of the outstanding American Pacific Mining shares).
The company is pleased to confirm that both approval thresholds were satisfied. Of the votes cast at the meeting, approximately 90.22 per cent of the total shareholder votes and 89.87 per cent of the minority shareholder votes were cast in favour of the arrangement.
All other motions tabled at the meeting, including the election of Warwick Smith, Eric Saderholm, Ken Cunningham, Joness Lang and Ali Hakimzadeh to the board of directors of the company, also passed.
The company will seek a final order of the Supreme Court of British Columbia to approve the arrangement on Feb. 27, 2026. Completion of the arrangement is subject to the satisfaction of customary closing conditions for a transaction of this nature, including receipt of the final order, and listing of ICG on the Canadian Securities Exchange, which ICG is actively advancing through the listing process. Subject to the satisfaction or waiver of the closing conditions, it is expected that the arrangement will be completed in March, 2026.
About ICG Silver & Gold Ltd.
ICG is a new mineral exploration and development company advancing the Tuscarora district in northern Nevada. While currently private, the company intends to complete a public listing during Q1 (first quarter) 2026. The company's strategy is focused 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.
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.
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