American Pacific Group Offloads Nevada Silver-Gold Assets in $4M Equity Deal; ICG Silver & Gold Poised for Aggressive Exploration Push

In a significant strategic realignment, American Pacific Mining Corp (CSE: USGD) has executed an arrangement agreement to divest its Tuscarora and Danny Boy Projects in Nevada to ICG Silver & Gold Ltd., a newly established minerals exploration firm. The transaction values the asset transfer at approximately $4 million in ICG equity, with an additional $5 million in contingent payments tied to commercial production milestones—a structure that allows the American Pacific Group to maintain upside exposure while redirecting capital toward its flagship Montana copper-gold initiative.

Deal Structure: Equity-First Model with Milestone Leverage

Under the arrangement, American Pacific shareholders will collectively receive 7.5 million consideration shares in ICG, positioning them to hold roughly 19% of the combined entity post-closing. The American Pacific Group itself retains 4 million ICG shares, with a 36-month lock-up agreement attached to preferred placement rights. This retention mechanism signals management confidence in ICG’s ability to unlock value from the Tuscarora brownfield district.

The transaction hinges on several closing conditions: court approval from British Columbia, a two-thirds majority vote from American Pacific shareholders, and conditional Canadian Securities Exchange approval for ICG’s anticipated Q1 2026 listing. Stock options and warrants held by American Pacific shareholders will similarly convert into ICG equivalents at a ratio of approximately 0.0342 ICG shares per original instrument.

Why This Matters: Silver-Gold Thesis in a Bull Market

The Tuscarora District—a past-producing silver and gold epithermal system located on Nevada’s Carlin Trend, roughly one hour northwest of Elko—has attracted serious capital attention precisely because precious metals prices are near all-time highs. The property package totals approximately 8,000 acres and already carries extensive historical work: rock chip sampling, thousands of meters of drilling (both reverse circulation and core), and tens of kilometers of CSAMT geophysical surveys.

For the American Pacific Group, the divestiture allows management to concentrate capital and focus on the mature-stage Madison Copper-Gold Project in Montana, which has already garnered multiple ‘Deal of the Year’ finalist recognitions. Meanwhile, ICG gains a district-scale opportunity with demonstrated high-grade mineralization and a large underexplored land package—precisely the type of asset that benefits from dedicated technical attention and consistent funding.

The ICG Team: Deep Nevada Mining Pedigree

Perhaps the most telling aspect of this transaction is the caliber of talent assembled to operate ICG. Jeff Swinoga, assuming the chair role, brings 25+ years in senior mining roles, including a seven-year tenure at Barrick Gold where he handled finance and corporate development. He’s orchestrated project financings exceeding $2 billion and raised over $400 million in equity capital, while serving as CFO or CEO at multiple public miners (Torex Gold, HudBay Minerals, Golden Star Resources, North American Palladium, First Mining Gold). His most recent role was Canadian Mining & Metals co-Leader at EY.

Steven Sirbovan, named President, CEO & Director, spent 8+ years at Ventum Financial, where he focused exclusively on high-growth companies under $100 million market cap. As head of Origination Investment Banking, he participated in over 100 transactions worth approximately $500 million. His merchant bank, Blink Capital, has sharpened his instincts for growth-stage capital markets dynamics.

Korbon McCall, VP Exploration, is a field-tested exploration geologist who has worked directly on projects within the American Pacific Mining Corp portfolio and currently serves as Senior Project Geologist at Canter Resources. Will Avery, CFO, spent nearly 20 years at MNP LLP, a major Canadian accounting firm, providing dual-listing and US GAAP/IFRS expertise to publicly traded firms. Erik Sloane, Independent Director, brings 20 years of Canadian capital markets experience, including a CRO role at Cboe Canada and global listings leadership at Cboe Global Markets.

Timeline and Approvals

American Pacific shareholders will vote on the transaction at an upcoming annual general and special meeting. Directors and officers collectively holding approximately 1.2% of outstanding shares have already committed voting support via agreements with ICG. Assuming standard regulatory and court approvals proceed smoothly, closing is targeted for Q1 2026, immediately followed by ICG’s concurrent go-public financing and CSE listing.

Strategic Rationale: Portfolio Optimization in a Macro Tailwind

The American Pacific Group’s CEO Warwick Smith characterized the transaction as positioning shareholders to “realize value both in the near and long term” by monetizing mature-stage Nevada assets during a cycle when precious metals valuations are reaching peaks. Rather than managing multiple districts with limited capital, the company now concentrates on the Madison asset while retaining equity optionality in a dedicated, well-funded exploration vehicle.

ICG’s Sirbovan echoed the sentiment: advancing the Tuscarora District through systematic exploration and technical studies toward resource definition represents an ideal use case for a freshly capitalized, nimble exploration team operating in one of the world’s premier mining jurisdictions.

Evans & Evans Inc. provided financial advisory services and a fairness opinion dated December 5, 2025. McMillan LLP and MLT Aikins LLP handled legal counsel roles for American Pacific and ICG respectively. Full transaction details will be disclosed in the management information circular filed with Canadian securities regulators and distributed to shareholders prior to the vote.