American Pacific Mining and ICG Silver & Gold Complete Plan of Arrangement for the Sale of the Tuscarora District

Rhea-AI Summary

American Pacific Mining (OTCQX: USGDF) completed a plan of arrangement on March 25, 2026 to sell 100% of the Tuscarora and Danny Boy projects (the Tuscarora District) to ICG Silver & Gold (ICG).

Consideration includes 11,500,000 ICG common shares (7,500,000 distributed pro rata to APM shareholders, 4,000,000 retained subject to a lock-up), a US$5.0 million contingent payment/b) upon commercial production, and APM shareholders received ~ per APM share. ICG completed a subscription receipt financing of ~$2.8 million, converted at $0.35 per share, with warrants exercisable at $0.50 for 24 months. ICG expects CSE trading to commence March 31, 2026.

Positive

• Sale transfers 100% of Tuscarora District to ICG
• ICG issued 11,500,000 common shares as consideration
• 7,500,000 ICG shares distributed pro rata to APM shareholders
• Subscription financing raised approximately $2.8 million
• Contingent US$5.0 million payable upon commercial production

Negative

• APM retained 4,000,000 ICG shares subject to lock-up
• ICG warrants exercisable at $0.50 may dilute shareholders
• APM shareholders received only ~0.0283 ICG share per APM share

Vancouver, British Columbia--(Newsfile Corp. - March 25, 2026) - American Pacific Mining Corp. (CSE: USGD) (OTCQX: USGDF) (FSE: 1QC1) ("American Pacific") and ICG Silver & Gold Ltd. ("ICG") (collectively the "Companies") are pleased to announce that, further to a news release dated March 20, 2026, the Companies have completed, effective March 25, 2026 (the "Closing Date"), the plan of arrangement (the "Arrangement") for the sale of 100% 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 CEO, 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 CEO 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 11,500,000 common shares in the capital of ICG (each, an "ICG Consideration Share"), 7,500,000 shares of which (the "ICG Distribution Shares") have been distributed to shareholders of the Company ("APM Shareholders") of record on the Closing Date on a pro-rata basis, and (ii) a contingent payment of US$5 million payable by ICG to American Pacific upon achieving commercial production. Pursuant to the Arrangement, each outstanding common share of the Company (each, an "APM Share") was exchanged for (i) one new common share of the Company (a "New APM Share"), which is identical in every relevant respect to APM Shares, and (ii) approximately 0.0283 of an ICG Distribution Share for each APM Share held (the "Exchange Ratio"). The Company has retained the remaining 4,000,000 ICG Consideration Shares, which are subject to a lock-up agreement dated December 7, 2025, between the Company and ICG.

APM Shareholders approved the Arrangement at the annual general and special meeting of APM Shareholders held on February 25, 2026. The Supreme Court of British Columbia issued a final order approving the Arrangement on February 27, 2026.

ICG has received conditional approval from the Canadian Securities Exchange (the "CSE") for the listing of the common shares of ICG (the "ICG Shares") 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" (the "ICG Listing Date"). Following completion of the Arrangement, the New APM Shares are expected to trade under new CUSIP and ISIN numbers, 028792109 and CA0287921096, respectively. 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 $0.35 per ICG share, with each unit comprised of 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 $0.50 per ICG Share for a period of 24 months from the ICG Listing Date.

APM 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 APM Shares as of the Closing Date, APM Shareholders of record received approximately 0.0283 of an ICG Distribution Share for each APM Share held. The ICG Distribution Shares have been distributed automatically to APM Shareholders through their respective brokers or the Company's transfer agent, as applicable, and APM Shareholders are not required to take any action or submit any documentation in order to receive their entitlement. Registered APM Shareholders should expect to receive Direct Registration System ("DRS") statements representing their New APM Shares and ICG Distribution Shares by mail. Beneficial APM Shareholders who hold their APM 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 APM 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%-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 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 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.

About ICG Silver & Gold Ltd.

ICG Silver & Gold Ltd. is a new mineral exploration and development company advancing 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 located on the Carlin Trend, approximately one hour northwest of Elko, Nevada. ICG will controls 100% of the approximately 10,000-acre land package, which has had extensive rock chip sampling, thousands of meters of reverse circulation 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 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.

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 / 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

Full disclosure can be found in our NI 43-101 Technical Report for the Madison Project at www.americanpacificmining.com.

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 specifically include, but are not limited to, statements that relate to the completion of the transaction, and timely receipt of all necessary approvals; the listing of ICG Shares on the CSE and the expected commencement of trading thereof; the distribution of the ICG Distribution Shares to APM Shareholders; the anticipated Exchange Ratio; and the expected new CUSIP and ISIN numbers for the New APM Shares.

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 Companies' forward-looking information is based on the assumptions, beliefs, expectations and opinions of their respective management as of the date of this press release and include but are not limited to information with respect to, the transaction and receipt of all necessary approvals therefor and the receipt of final approval of the CSE for the listing of the ICG Shares. Other than as required by applicable securities laws, neither of the Companies assumes any obligation to update forward-looking information if circumstances or management'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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289825

FAQ

What did American Pacific (USGDF) receive for selling the Tuscarora District on March 25, 2026?

American Pacific received an aggregate of 11,500,000 ICG common shares and a contingent US$5.0 million payment upon commercial production. According to American Pacific, 7,500,000 of those shares were distributed pro rata to APM shareholders.

How many ICG shares did APM shareholders receive per APM share in the March 25, 2026 arrangement?

APM shareholders received approximately 0.0283 ICG Distribution Share for each APM share held at closing. According to American Pacific, distribution occurred automatically through brokers or the transfer agent to entitled shareholders.

What financing supported ICG after the March 25, 2026 closing and its terms?

ICG completed a subscription receipt financing of about $2.8 million, converting at $0.35 per ICG share into units with half-warrants. According to ICG, warrants are exercisable at $0.50 for 24 months from listing.

When will ICG shares begin trading and under what ticker after the March 25, 2026 arrangement?

ICG expects its common shares, including distributed shares, to commence trading on the CSE on March 31, 2026 under the ticker ICG. According to ICG, conditional CSE approval has been received for the listing.

What lock-up or restrictions apply to ICG shares retained by American Pacific after the transaction?

American Pacific retained 4,000,000 ICG consideration shares that are subject to a lock-up agreement dated December 7, 2025. According to American Pacific, those retained shares remain restricted under that lock-up.

Is there any contingent payment tied to the Tuscarora District sale by American Pacific (USGDF)?

Yes, a contingent payment of US$5.0 million is payable by ICG to American Pacific upon achieving commercial production. According to American Pacific, the payment is contingent on the project reaching commercial production.