Intchains(US:ICG) Newsfile·2025-12-08 12:00Core Viewpoint - American Pacific Mining Corp has entered into an arrangement agreement with ICG Silver & Gold Ltd to sell the Tuscarora District, which includes the Tuscarora and Danny Boy projects, in exchange for equity and contingent payments, allowing APM to focus on its core projects while providing shareholders with continued exposure to the potential growth of ICG [2][3][4]. Transaction Details - APM will sell all shares of Clearview Gold Inc. and APMUS for a total of 11,500,000 common shares of ICG and certain contingent payments [2][5]. - The transaction includes a pro rata distribution of 7,500,000 of the Consideration Shares to APM shareholders, resulting in them holding approximately 19% of the issued ICG Shares post-transaction [7][12]. - The total consideration upon closing is expected to be approximately $4 million in ICG equity, with up to $5 million in additional payments contingent on achieving certain milestones [5][6]. Rationale for the Transaction - The sale allows APM to unlock value for shareholders by exchanging non-core silver and gold assets for a significant equity interest in a focused exploration company [3][4]. - APM shareholders will benefit from ICG's exploration and development success at the Tuscarora District through their equity ownership [3][4]. Implementation and Approvals - The transaction requires court approval and the approval of at least two-thirds of the votes cast by APM shareholders [10][12]. - ICG intends to list the ICG Shares on the Canadian Securities Exchange, with conditional approval being a closing condition [11][12]. Company Background - ICG Silver & Gold Ltd is a newly formed mineral exploration and development company focused on the Tuscarora District, which is recognized for its silver and gold potential [17][18]. - APM is a precious and base metals explorer with a focus on opportunities in the Western United States, with its flagship asset being the Madison Copper-Gold Project in Montana [25][26].