Mr. Warwick Smith reports
AMERICAN PACIFIC MINING AND ICG SILVER & GOLD COMPLETE PLAN OF ARRANGEMENT FOR THE SALE OF THE TUSCARORA DISTRICT
Further to a news release dated March 20, 2026, American Pacific Mining Corp. and ICG Silver & Gold Ltd. have completed, effective March 25, 2026, the plan of arrangement for the sale of 100 per cent 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 chief executive officer 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 positioned 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 chief executive officer 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 explore 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 11.5 million common shares in the capital of ICG, 7.5 million shares of which have been distributed to shareholders of the company of record on the closing date on a pro rata basis; and (ii) a contingent payment of $5-million (U.S.) payable by ICG to American Pacific upon achieving commercial production. Pursuant to the arrangement, each outstanding common share of the company was exchanged for: (i) one new common share of the company, which is identical in every relevant respect to American Pacific shares; and (ii) approximately 0.0283 of an ICG distribution share for each American Pacific share held. The company has retained the remaining four million ICG consideration shares, which are subject to a lock-up agreement dated Dec. 7, 2025, between the company and ICG.
American Pacific shareholders approved the arrangement at the annual general and special meeting of American Pacific shareholders held on Feb. 25, 2026. The Supreme Court of British Columbia issued a final order approving the arrangement on Feb. 27, 2026.
ICG has received conditional approval from the Canadian Securities Exchange for the listing of the common shares of ICG 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. Following completion of the arrangement, the new American Pacific shares are expected to trade under the new Cusip number 028792109 and ISIN (international securities identification number) CA0287921096. 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 35 cents per ICG share, with each unit comprising 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 50 cents per ICG share for a period of 24 months from the ICG listing date.
American Pacific 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 American Pacific shares as of the closing date, American Pacific shareholders of record received approximately 0.0283 of an ICG distribution share for each American Pacific share held. The ICG distribution shares have been distributed automatically to American Pacific shareholders through their respective brokers or the company's transfer agent, as applicable, and American Pacific shareholders are not required to take any action or submit any documentation in order to receive their entitlement. Registered American Pacific shareholders should expect to receive direct registration system (DRS) statements representing their New American Pacific shares and ICG distribution shares by mail. Beneficial American Pacific shareholders who hold their American Pacific 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 American Pacific 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-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 with 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, some of which the company intends to transact. The company's mission is to provide shareholders with 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.
About ICG Silver & Gold Ltd.
ICG Silver & Gold is a new mineral exploration and development company advancing the Tuscarora district in northern Nevada. The company's strategy is centred on:
- Advancing the Tuscarora district through systematic exploration and technical studies;
- Building a district-scale geological model;
- 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, Nev. ICG controls 100 per cent of the approximately 10,000-acre land package, which has had extensive rock-chip sampling, thousands of metres of reverse circulation and core drilling, and tens of kilometres of CSAMT (controlled-source audio-frequency magnetotelluric) geophysics completed on the property. ICG fundamentally believes in the long-term value of precious metals exploration, especially silver and gold, and 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.
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