American Pacific Announces Execution of Arrangement Agreement to Sell the Tuscarora District to ICG Silver & Gold Ltd.

Rhea-AI Summary

American Pacific (OTCQX: USGDF) entered an arrangement to sell 100% of its Tuscarora District (Tuscarora and Danny Boy projects) to ICG Silver & Gold for 11,500,000 ICG common shares, of which 7,500,000 will be distributed pro rata to American Pacific shareholders and 4,000,000 retained by the company. The deal includes up to US$5.0M in contingent cash payable on commercial production and is subject to court, shareholder and CSE conditional listing approvals.

Key mechanics: New APM share and ~0.0342 ICG share per APM share, options/warrants conversion, a 36‑month lockup on retained shares, and an expected close in Q1 2026.

Positive

• Consideration of 11,500,000 ICG shares for Tuscarora District
• Shareholder exposure of ~7,500,000 ICG shares distributed pro rata (~19% collective ownership)
• Retained 4,000,000 ICG shares preserved on the company balance sheet
• US$5.0M contingent cash on commercial production

Negative

• Transaction subject to multiple approvals including court, shareholder vote and CSE listing
• Retained shares subject to 36‑month lockup and sale restrictions (Monthly cap 15%)
• Cash consideration deferred and contingent on commercial production, not immediate

News Market Reaction

-1.06%

1 alert

-1.06% News Effect

On the day this news was published, USGDF declined 1.06%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

ICG equity consideration: 11,500,000 ICG shares Share distribution: 7,500,000 ICG shares Retained ICG stake: 4,000,000 ICG shares +5 more

8 metrics

ICG equity consideration 11,500,000 ICG shares Total share consideration for Tuscarora and Danny Boy projects

Share distribution 7,500,000 ICG shares Distributed pro rata to American Pacific shareholders

Retained ICG stake 4,000,000 ICG shares ICG shares retained by American Pacific post-transaction

Contingent cash US$5,000,000 Payable within five business days of commercial production at either project

ICG share ratio 0.0342 ICG share Received per APM share under the Arrangement Agreement

Directors’ shareholdings 2,529,500 shares (1.2%) Company Shares held by directors and officers supporting the deal

Director/options 8,290,000 options Old APM Options held by supporting directors and officers

Lock-up period 36 months Duration of lock-up and monthly sale restriction on retained ICG shares

Market Reality Check

Price: $0.1528 Vol: Volume 644,241 vs 20-day ...

normal vol

$0.1528 Last Close

Volume Volume 644,241 vs 20-day average 617,504, indicating slightly elevated trading activity pre-announcement. normal

Technical Price 0.1337 is trading below the 200-day moving average of 0.15, reflecting a weak longer-term trend.

Peers on Argus

USGDF was up 1.21% with mixed peer moves: BONXF up 7.25%, ALVLF up 3.02%, GPTRF ...

USGDF was up 1.21% with mixed peer moves: BONXF up 7.25%, ALVLF up 3.02%, GPTRF up 0.66%, while ENDGF and SPMEF were down -1.29% and -0.91%. This points to stock‑specific factors rather than a uniform sector move.

Historical Context

5 past events · Latest: Dec 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 08	Tuscarora sale agreement	Positive	-1.1%	Sale of Tuscarora District for ICG equity and contingent US$5M payment.
Dec 08	ICG Tuscarora acquisition	Positive	-1.1%	ICG to issue 11.5M shares; APM holders to own about 19% of ICG.
Dec 04	Palmer sale closing	Positive	+2.5%	Closed Palmer sale; received 13,888,888 Vizsla shares valued at $15M.
Nov 20	Madison claim staking	Positive	+3.0%	Staked ~100 acres of claims within Greater Madison project area.
Nov 13	Palmer sale agreement	Positive	-6.1%	Agreed to sell Palmer for $15M in shares plus up to $15M milestones.

Pattern Detected

Recent strategic asset transactions have produced mixed reactions: the initial Palmer sale news saw a -6.11% move, its closing gained 2.48%, Madison staking gained 2.99%, while the Tuscarora deal headlines coincided with a -1.06% move. The stock has alternated between alignment and divergence on deal-related news.

Recent Company History

Over the last month, American Pacific announced multiple portfolio-repositioning steps. On Nov 13, it agreed to sell the Palmer copper‑zinc VMS Project for $15,000,000 in Vizsla equity plus up to $15,000,000 in milestones, then closed that sale on Dec 04, receiving 13,888,888 shares and ending with 15.8% of Vizsla. On Nov 20, it staked about 100 acres at Madison. The Dec 08 Tuscarora transaction adds another equity-and-milestone-based divestiture, continuing the shift toward Madison and equity stakes in partners.

Market Pulse Summary

This announcement outlines American Pacific’s plan to sell its Tuscarora District for 11,500,000 ICG...

Analysis

This announcement outlines American Pacific’s plan to sell its Tuscarora District for 11,500,000 ICG shares plus up to US$5,000,000 on commercial production, distributing 7,500,000 shares to its own holders and retaining 4,000,000. It continues a pattern of asset sales for equity and milestones, alongside recent moves at Madison. Investors may track court and shareholder approvals, ICG’s planned Canadian Securities Exchange listing, and the Q1 2026 closing timeline.

Key Terms

plan of arrangement, stock option plan, Multilateral Instrument 61-101, Canadian Securities Exchange, +4 more

8 terms

plan of arrangement regulatory

"pursuant to a court-approved plan of arrangement under the Business Corporations Act"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

stock option plan financial

"The New APM Options will be issued pursuant to the existing APM stock option plan."

A stock option plan is a company program that gives employees the right to buy company shares at a preset price after a certain time, like a coupon allowing purchase later at a fixed rate. It matters to investors because these options can increase the number of shares outstanding — reducing each existing share’s ownership slice and potentially changing per-share results — while also aligning employee incentives with boosting the company’s value.

Multilateral Instrument 61-101 regulatory

"as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

Canadian Securities Exchange regulatory

"ICG intends to list the ICG Shares for trading on the Canadian Securities Exchange"

A Canadian securities exchange is a regulated marketplace in Canada where companies’ stocks, bonds and other investment products are listed, bought, and sold. It matters to investors because it sets the rules, provides a visible price for securities and a place to trade — like a public marketplace that helps buyers and sellers meet, judge value, and convert holdings to cash under oversight intended to protect investors.

Lock-up Agreement financial

"The Retained Shares will be subject to a Lock-up Agreement beginning on the date"

A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.

voting support agreements financial

"have entered into voting support agreements with ICG, pursuant to which they have agreed"

A voting support agreement is a pact where one or more shareholders promise to vote their shares a certain way on a specific corporate proposal, such as a merger, director election, or restructuring. For investors this matters because the agreement can make it much more likely that the proposal will pass — like a block of neighbors agreeing in advance to back a project — which reduces uncertainty about the company’s future but can also limit opposition and affect the value of minority holdings.

fairness opinion financial

"Evans & Evans Inc. acted as financial advisor and provided a fairness opinion, dated December 5, 2025"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

management information circular regulatory

"described in a management information circular of the Company"

A management information circular is a document sent to shareholders ahead of a company meeting that explains who is asking for votes, what decisions will be made, and why management recommends a particular outcome. Like an instruction booklet and argument sheet combined, it lays out details such as board nominees, executive pay, major transactions and any conflicts, helping investors decide how to vote and judge whether leadership choices could affect the company’s future value.

AI-generated analysis. Not financial advice.

• Total consideration upon satisfaction of closing conditions will be approximately $4 million in ICG equity
• Up to US$5 million in additional payments subject to certain milestones being achieved
• American Pacific to receive 11,500,000 Consideration Shares, with 7,500,000 distributed to APM shareholders on a pro rata basis
• ICG led by an experienced, Western-USA specialist group of exploration geologists and capital market professionals

Vancouver, British Columbia--(Newsfile Corp. - December 8, 2025) - American Pacific Mining Corp (CSE: USGD) (FSE: 1QC1) (OTCQX: USGDF) ("APM" or the "Company") is pleased to announce that it has entered into an arrangement agreement (the "Arrangement Agreement") with ICG Silver & Gold Ltd. ("ICG") where ICG will acquire 100% of the Tuscarora and Danny Boy projects from APM (the "Projects", and collectively, the "Tuscarora District"). Under the terms of the Arrangement Agreement, the Company will: (i) sell all of the issued and outstanding shares (each, a "CGI Share") of Clearview Gold Inc. ("CGI") and all of the issued and outstanding shares (each, a "APMUS Share" and, together with the CGI Shares, the "Purchased Shares") in exchange for an aggregate of 11,500,000 common shares in the capital of ICG (each, a "Consideration Share") and certain contingent payments; and (ii) distribute, on a pro rata basis, 7,500,000 of the Consideration Shares (the "Distributed Shares") to holders of common shares (each, a "Company Share") in the capital of the Company (the "Company Shareholders"), all pursuant to a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Transaction"). Following closing of the Transaction, it is expected that CGI and APMUS will operate as wholly-owned subsidiaries of ICG, the Company Shareholders will collectively hold 7,500,000 of the issued and outstanding common shares in the capital of ICG (the "ICG Shares"), and the Company will hold 4,000,000 of the ICG Shares (the "Retained Shares").

Transaction Rationale

The sale of the Tuscarora District allows APM to unlock value for shareholders by exchanging past-producing silver and gold assets in Nevada, not currently a core focus for the Company, for a significant equity interest in a focused exploration company dedicated to advancing the district. APM shareholders will retain exposure to ICG's corporate growth and exploration and development success at the Tuscarora District through its equity ownership (Distributed Shares and Retained Shares) and milestone-based consideration structure.

"This transaction places this highly prospective brownfield precious metals district in the hands of an energetic, motivated team of dedicated geological and capital markets professionals committed to rapidly advancing exploration and development," commented APM CEO, Warwick Smith. "We believe that by monetizing these Projects in exchange for equity and milestone-based upside at a moment when precious metal prices are reaching new all-time highs, we're positioning our shareholders to realize value both in the near and long term, while allowing APM to continue building large equity positions and concentrate on our flagship Madison Copper-Gold project in Montana."

Steven Sirbovan, President, CEO & Director of ICG, added: "We are excited to acquire the Tuscarora District and will move quickly toward unlocking its full potential. Nevada is one of the world's premier mining jurisdictions, and we believe the Tuscarora District's combination of past production, demonstrated high-grade silver and gold mineralization and large underexplored land package provide an opportunity to create significant shareholder value with the right technical focus and capital investment."

Summary of the Transaction

Under the Arrangement Agreement, ICG has agreed to acquire from the Company (i) CGI, the registered owner of the Danny Boy Project, and (ii) APMUS, the registered owner of the Tuscarora Project, in exchange for an aggregate of 11,500,000 Consideration Shares; and US$5,000,000 in cash payable to the Company within five business days of either of the Projects achieving commercial production. It is a condition to closing of the Transaction that the Company transfer all properties, other than Danny Boy and Tuscarora, held by APMUS and CGI to other entities such that ICG will only acquire the Tuscarora District.

Additionally, pursuant to the Transaction, the Company will distribute, on a pro rata basis, 7,500,000 of the Consideration Shares to the Company Shareholders, such that, following closing of the Transaction, the Company Shareholders will collectively hold approximately 19% of the issued and outstanding ICG Shares and the Company will hold the Retained Shares.

The Arrangement Agreement

Pursuant to the Arrangement Agreement, each outstanding APM common share (the "APM Share") will be exchanged for (i) one new APM common share (the "New APM Share") and (ii) approximately 0.0342 of a common share of ICG (the "ICG Share").

Also under the Arrangement Agreement, (i) for each stock option of APM held (an "Old APM Option"), each option holder shall receive one new APM option (the "New APM Option") to purchase from APM one New APM Share and one ICG option (the "ICG Option") to purchase from ICG approximately 0.0342 of a ICG Share and (ii) for each common share purchase warrant of APM (the "APM Warrant") validly exercised following the Transaction, the warrant holder shall receive one New APM Share and, for no additional consideration, approximately 0.0342 of a ICG Share. The New APM Options will be issued pursuant to the existing APM stock option plan. The New ICG Options will be issued pursuant to a new stock option plan to be adopted by ICG pursuant to the Transaction. The exercise price of the New APM Options, the ICG Options, and the APM Warrants will be determined in accordance with the terms of the Arrangement Agreement (as more particularly described in a management information circular of the Company (the "Management Information Circular").

The implementation of the Transaction will require court approval and the approval of (i) at least two-thirds (66⅔%) of the votes cast by the Company Shareholders and (ii) at least simple majority of the votes cast by Company Shareholders, excluding votes from certain shareholders as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

In connection with the Transaction, ICG intends to list the ICG Shares (the "ICG Listing") for trading on the Canadian Securities Exchange ("CSE"). Conditional approval by the CSE of the ICG Listing is a condition to closing of the Transaction. The Retained Shares will be subject to a Lock-up Agreement beginning on the date of the ICG Listing, during which proposed sales of the Retained Shares by the Company will be subject to a prior placement right by ICG. Beginning on the Listing Date and ending on the date that is 36 months after that date, if APM wishes to sell in excess of in excess of 5% of the Retained Consideration Shares in any five trading day period on the Exchange or any other applicable stock exchange or public trading platform, it shall deliver a notice in writing to ICG (the "Notice of Sale") that shall set out the number of Retained Consideration Shares that APM wishes to sell (the "Sale Shares"). Upon the Notice of Sale being given, ICG shall first have the right to try and place all or a portion of the Sale Shares within seven trading days after the Notice of Sale is deemed to have been received Notwithstanding any other provision of this Agreement, APM shall not sell more than 15% of the Retained Consideration Shares in any single 30 day calendar month period (the "Monthly Restriction"). The Company will also vote the Retained Consideration Shares in favour of all matter proposed by management of ICG.

In addition to court approvals, the Transaction is subject to approval by the Company Shareholders at an annual general and special meeting of shareholders (the "Meeting"), applicable regulatory and stock exchange approvals, and the satisfaction of certain other closing conditions customary in transactions of this nature. Subject to the receipt of all required approvals and the satisfaction (or waiver) of all other conditions precedent, the Transaction is expected to close in Q1 2026.

Directors and officers of the Company who collectively hold in the aggregate 2,529,500 Company Shares, representing approximately 1.2% of the issued and outstanding Company Shares on a non-diluted basis, 8,290,000 Old APM Options and 75,000 APM Warrants, have entered into voting support agreements with ICG, pursuant to which they have agreed, among other things, to vote their Company Shares in favour of the Transaction, subject to certain exceptions.

Full details of the Arrangement Agreement will be included in the management information circular for the Meeting to be filed with applicable regulatory authorities and mailed to Company Shareholders in accordance with applicable securities laws.

Company Shareholders and other interested parties are advised to read the materials relating to the proposed Transaction, including the Arrangement Agreement, Share Exchange Agreement and the Voluntary Escrow Agreement, that will be filed by the Company with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge under the Company's SEDAR+ profile at www.sedarplus.ca.

Evans & Evans Inc. acted as financial advisor and provided a fairness opinion, dated December 5, 2025, to the board of directors of the Company. McMillan LLP acted as legal counsel to the Company and MLT Aikins LLP acted as legal counsel to ICG.

This announcement is for informational purposes only and does not constitute a solicitation or a proxy. All amounts are in Canadian currency unless otherwise stated.

About ICG Silver & Gold Ltd.

ICG Silver & Gold Ltd. is a newly formed mineral exploration and development company created to acquire and advance 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 sitting on the Carlin Trend, about one hour northwest of Elko, Nevada. Upon closing, ICG will control 100% of the approximately 8,000-acre land package, which has had extensive rock chip sampling, thousands of meters of RC and core drilling, and tens of kilometers of CSAMT geophysics completed on the property. ICG fundamentally believes in the long-term value of precious metals exploration, especially silver and gold.

ICG is currently in the process of completing a capital raise, which will be followed by a concurrent go-public financing and listing on the CSE, anticipated in Q1 2026.

ICG 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.

The Team

Jeff Swinoga - Chair

• Jeff is a senior mining executive with over 25 years' experience in the mining sector
• Recognized strategic leader with an extensive network focused on business objectives, project development, M&A, and capital markets
• Served as an Officer, Director, Finance of Barrick Gold for seven years
• Has led numerous project financings totaling over $2 billion and raised over $400 million in equity
• Has served on Boards of numerous publicly traded companies (Chair of Imperial Mining, Audit Chair of Excellon Resources, Radisson Mining, First Cobalt and Tonbridge Power)
• Formerly, CFO of numerous public companies (Torex Gold, HudBay Minerals, Golden Star Resources and North American Palladium) and CEO of First Mining Gold
• Currently, is CEO of Exploits Discovery, prior to which was the Canadian Mining & Metals co Leader & Partner at EY
• Holds CPA, MBA & Honours Economics degrees
• Board member of PDAC

Steven Sirbovan - President & CEO, Director

• Founder of Blink Capital, a Toronto-based merchant bank
• Growth-stage capital markets professional with 12+ years of experience in investment banking, private equity & investor relations
• Spent 8+ years at Ventum Financial, working exclusively with companies in the high-growth, < $100 million market cap segment
• Most recently served as Director and co-led the Origination Investment Banking group
• Led public and private financings, M&A transactions, and other corporate advisory mandates
• Participated in 100+ transactions totaling ~$500 million in aggregate value
• Sector expertise includes metals & mining, industrials, technology, renewables, healthcare, biotech, consumer products, and real estate

Korbon McCall - VP Exploration

• Exploration geologist with extensive experience in mineral exploration and project development across the western United States
• Currently serves as Senior Project Geologist for Canter Resources Corp. and American Pacific Mining Corp.
• President and Founder of McCall Geosciences, LLC, a consulting firm providing geologic services for early- to advanced-stage exploration ventures
• Graduate of the University of Idaho with a Bachelor's in science (Geology), currently an MBA candidate at UL at Lafayette

Will Avery - CFO

• Spent 9 years as partner at MNP LLP, a prominent Canadian accounting firm, in an almost 20-year career holding numerous leadership positions overseeing more than 100 staff and partners
• Serviced companies pursuing public listings in both Canada and the U.S., including those registering for dual listings
• Provided expertise in US GAAP and IFRS across a variety of industries and to varying sized companies, including companies with market capitalizations more than $1 billion
• Retired from public accounting in 2023 to spend more time with family and pursue interest in advising small and mid-market companies

Erik Sloane - Independent Director

• A senior executive in the Canadian ETF industry, leading a team of sales professionals as they partner with investment platforms, wealth management advisors, and institutional managers to harness the power of ETFs in their portfolios
• With nearly 20 years of capital markets experience building trusted Canadian and international equities stock exchanges, he's held various senior management responsibilities across technology, operations, product and sales teams delivering complex integrations and implementation programs
• Previously the Chief Revenue Officer at Cboe Canada (formerly, the NEO Exchange) and Global Head of Corporate Listings at Cboe Global Markets where he was responsible for building the company listings sales team, alongside planning, strategy and execution supporting the launch of corporate listings businesses in Canada, the US, UK and EU markets
• Graduate of Queen's University in Kingston, Ontario, with a Bachelor of Arts, Honours degree in Economics

To learn more about ICG, please visit www.icgsilverandgold.com to subscribe to the newsletter.

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 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 / Kristina@americanpacific.ca

Media relations contact:
Adam Bello, Primoris Group Inc.,
416.489.0092 / media@primorisgroup.com

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 / ir@icgsilverandgold.com

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.

Forward-looking Information

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this news release include, without limitation, statements related to the completion of the Transaction and the ICG Listing. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277205

FAQ

What will American Pacific shareholders receive from the USGDF Tuscarora sale?

Shareholders will receive a pro rata distribution of 7,500,000 ICG shares and American Pacific will retain 4,000,000 ICG shares.

How much total ICG stock is being issued to American Pacific in the transaction?

ICG will issue an aggregate of 11,500,000 common shares to American Pacific as consideration.

Is there any cash payment in the USGDF transaction and when is it payable?

Yes — up to US$5.0 million will be payable to American Pacific within five business days of either project reaching commercial production.

When is the Tuscarora sale expected to close for American Pacific (USGDF)?

Subject to approvals and conditions, the transaction is expected to close in Q1 2026.

What trading and resale limits apply to American Pacific's retained ICG shares?

Retained shares face a 36‑month lockup, a 15% monthly sale cap and a notice/placement right for sales over 5% in any five trading‑day period.

How will APM shares convert under the arrangement for USGDF holders?

Each APM share will convert into one new APM share plus approximately 0.0342 of an ICG share.