Toronto, Ontario--(Newsfile Corp. - February 26, 2026) - ICG Silver & Gold Ltd. ("ICG" or the "Company") is pleased to announce that shareholders of American Pacific Mining Corp. ("APM") have approved the previously announced plan of arrangement (the "Arrangement") pursuant to which ICG will acquire a 100% interest in the Tuscarora District located in Elko County, Nevada. ICG will now look to complete its listing application with the Canadian Securities Exchange (the "CSE") over the coming weeks.
The Company also confirms that it has closed its previously announced subscription receipt financing (the "Subscription Receipt Financing") announced on January 29, 2026. Furthermore, because of strong investor interest, ICG has launched a subsequent non-brokered unit offering (the "Unit Offering") on the same terms as the Subscription Receipt Financing to top-up cash reserves in support of a Phase 1 exploration program planned for Q2 2026 after the public listing is complete.
Approval of Arrangement
At the special meeting of shareholders of APM on February 25, 2026, shareholders approved the Arrangement. Completion of the Arrangement remains subject to customary closing conditions, including final court approval and receipt of all required regulatory approvals, including approval of the CSE. APM will seek a final order (the "Final Order") of the Supreme Court of British Columbia (the "Court") to approve the Arrangement on February 27, 2026.
Closing of Oversubscribed Subscription Receipt Financing
The Company is pleased to announce it has upsized and completed its non-brokered Subscription Receipt Financing through the issuance of 7,979,426 subscription receipts at a price of $0.35 per Subscription Receipt for aggregate gross proceeds of $2,792,799.10.
Each Subscription Receipt will automatically convert into one unit (each a "Unit") of the Company upon satisfaction of escrow release conditions, including completion of the Arrangement and approval for the listing of the Company's common shares on the CSE. Each Unit will consist of one common share and one-half of one common share purchase warrant (each a "Warrant"). Each whole Warrant will be exercisable at $0.50 per share for 24 months from the listing of the Company's common shares on the CSE (the "Listing Date"). The Units will be subject to a hold period of 4 months and 1 day from the Listing Date.
"With American Pacific shareholders' approval in hand and our financing oversubscribed, we're now focused on completing the Arrangement, securing final court and regulatory approvals, and advancing our CSE listing," commented President & CEO Steven Sirbovan. "Tuscarora is a large, data-rich epithermal silver-gold district in a top-tier U.S. mining jurisdiction, and this progress positions ICG to integrate the extensive CSAMT survey, historical drilling and surface work to refine a district-scale model, prioritize the highest-confidence drill targets, select a drilling contractor, and execute on our expected near-term drill plans."
Launch of Unit Offering
The Company is also pleased to announce that it has launched a non-brokered unit offering, on the same terms as the Subscription Receipt Financing, of up to 7,020,574 units, for gross proceeds of up to $2,457,200.90 at $0.35 per Unit. Each unit will consist of one common share and one-half of one Warrant, with each whole Warrant exercisable at $0.50 per share for 24 months from the Listing Date. The Units will be subject to a hold period expiring 4 months and 1 day from the Listing Date. The Unit Offering will be eligible for registered and non-registered accounts and is expected to close one day before the Company's listing on the CSE (the "Closing Date"). The Unit Offering will not be completed if the Company does not obtain approval to list on the CSE.
The Company, on the Closing Date, may pay eligible finders a cash fee of 7.0% of the aggregate gross proceeds of the Unit Offering, and issue such number of common share purchase warrants to finders (the "Compensation Warrants") as is equal to 7.0% of the number of Units sold under the Unit Offering, such finder's warrants having an exercise price of $0.50 per Common Share and an exercise period of 24 months from the Listing Date.
The net proceeds of the Unit Offering will be used for advancing the Company's Phase 1 exploration program at the Tuscarora District in Nevada, costs of the public listing, marketing and investor relations, and general working capital purposes.
The CSE has neither approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities of the Company have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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, based on extensive drilling, sampling, geophysics and geochemistry data; 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. Upon closing of the transaction to acquire Tuscarora from American Pacific Mining, ICG will control 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.
Forward-Looking Information
This press release contains certain forward-looking statements or forward-looking information under applicable securities legislation. Such forward-looking statements or information are used in this press release for the purpose of providing information about management's current expectations and plans relating to the future development and performance of the Company's business. This press release contains forward-looking information including: the Subscription Receipt Financing and proposed Unit Offering and the use of proceeds therefrom; the proposed Listing on the CSE; and expectations about the Company's business plan and operational forecast generally. These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding the mining industry, commodity prices, market conditions, general economic factors, management's ability to manage and to operate the business, and explore and develop the projects of the Company, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of the Company may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.
All dollar amounts stated in this press release are expressed in Canadian currency, except where otherwise indicated.
On Behalf of ICG Silver & Gold Ltd. Board of Directors:
Steven Sirbovan
President, CEO & Director
Corporate Office: 82 Richmond Street East, Toronto, ON, M5C 1P1
Investor Relations Contact:
Steven Sirbovan
President, CEO & Director
604.908.1695 / ir@icgsilverandgold.com
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Source: ICG Silver & Gold Ltd.
