American Pacific Mining Corp. — M&A Activity 2026

Jan 27, 2026

AMENDING AGREEMENT

THIS AMENDING AGREEMENT is made as of January 21, 2026, among

AMERICAN PACIFIC MINING CORP., a company incorporated under the laws of British Columbia ("APM")

AND

AMERICAN PACIFIC MINING (US) INC., a company incorporated under the laws of the State of Nevada ("APMUS")

AND

CLEARVIEW GOLD INC., a company incorporated under the laws of the Province of British Columbia ("CGI")

AND

ICG SILVER & GOLD LTD., a company incorporated under the laws of British Columbia ("ICG" and, collectively with APM, APMUS and CGI, the "Parties")

RECITALS:

A. APM and ICG entered into an arrangement agreement (the "Arrangement Agreement"), including the plan of arrangement attached thereto (the "Plan of Arrangement"), and, together with APMUS and CGI, a related share exchange agreement (the "Share Exchange Agreement"), each dated December 7, 2025;

B. This Amending Agreement sets forth the terms upon which the Parties have agreed to amend the Arrangement Agreement, the Plan of Arrangement and the Share Exchange Agreement; and

C. Capitalized terms used but not otherwise defined will have the meaning given to such terms in the Arrangement Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual promises and the respective covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

Treatment of APM Options

1. Section 2.9 of the Arrangement Agreement shall be deleted in its entirety and replaced with the following:

2.9 APM Options

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The Parties acknowledge that pursuant to the Plan of Arrangement, each APM Option then outstanding to acquire one APM Share will be deemed to be exchanged, without any further action by APM or the holder thereof, for one New APM Option to acquire one New APM Share on the same terms and conditions as the APM Option so exchanged, except that the exercise price of the New APM Options shall be reduced by the deemed value of that number of ICG Shares that is equal to the Exchange Ratio at the Effective Time, provided that the exercise price of the New APM Option shall be further adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the New APM Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the APM Option so exchanged.”

1. Section 2.3(c)(iv) of the Plan of Arrangement shall be deleted in its entirety and replaced with the following:

“(iv) each outstanding APM Option to acquire one APM Share will be deemed to be exchanged, without any further action by APM or the holder thereof, for one New APM Option to acquire one New APM Share on the same terms and conditions as the APM Option so exchanged, except that the exercise price of the New APM Options shall be reduced by the deemed value of that number of ICG Shares that is equal to the Exchange Ratio at the Effective Time, provided that the exercise price of the New APM Option shall be further adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the New APM Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the APM Option so exchanged.”

1. Section 2.6 of the Plan of Arrangement shall be deleted in its entirety and replaced with the following:

2.6 No Fractional Shares

Notwithstanding any other provision of this Plan of Arrangement, no fractional ICG Shares shall be distributed by APM to any APM Shareholder or issued by ICG to any APM Warrantholder on the exercise of APM Warrants. The number of ICG Shares to be distributed or issued to such APM Shareholder or APM Warrantholder, as applicable, shall be rounded down to the nearest whole ICG Share and such APM Shareholder or APM Warrantholder shall not be entitled to any compensation in respect of such fractional ICG Share. Any ICG Shares not distributed as a result of rounding down will be retained by APM or, if not issued as a result of the exercise of APM Warrants, cancelled by ICG.”

1. Section 4.2 of the Plan of Arrangement shall be deleted in its entirety and replaced with the following:

4.2 Option Agreements

As of the Effective Time, each stock option agreement or certificate evidencing APM Options outstanding immediately prior to the Effective Time shall be deemed to be exchanged, without any further action by APM or the holder thereof, for a corresponding stock option agreement evidencing options to acquire New APM Options, on the same terms and conditions as were applicable to such APM Options immediately prior to the Effective Time, except as adjusted in accordance with Subsection 2.3(c)(iv) of the Plan of Arrangement.

From and after the Effective Time, each such stock option agreement or certificate of APM shall be deemed to evidence options to acquire New APM Options, and no issuance,

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cancellation, delivery or exchange of physical option agreements or certificates shall be required."

1. All references to "ICG Option" and "ICG Options" in the Arrangement Agreement and the Plan of Arrangement shall be deleted in their entirety, and such other conforming amendments shall be made to the Arrangement Agreement and the Plan of Arrangement as are necessary or desirable to give effect to such deletions.

Treatment of APM Warrants

1. Section 2.3(c)(v) of the Plan of Arrangement shall be deleted in its entirety and replaced with the following:

“(v) each outstanding APM Warrant will, in accordance with its terms, entitle the APM Warrantholder to receive, upon due exercise of the APM Warrant, for the original exercise price:

(A) one New APM Share for each APM Share that was issuable upon due exercise of the APM Warrant immediately prior to the Effective Time; and

(B) that number of ICG Shares that is equal to the Exchange Ratio for each APM Share that was issuable upon due exercise of the APM Warrant immediately prior to the Effective Time.”

No Letter of Transmittal for Exchange of APM Shares for New APM Shares

1. The definition of "Letter of Transmittal" in Section 1.1 of the Plan of Arrangement shall be deleted in its entirety.

2. Section 4.1 of the Plan of Arrangement shall be deleted in its entirety and replaced with the following:

4.1 Right to New APM Shares and ICG Shares

(a) Each APM Share outstanding immediately prior to the Effective Time (other than APM Shares held by Dissenting Shareholders) shall, without any further action by or on behalf of an APM Shareholder or APM, be deemed to be cancelled and APM shall cause its transfer agent to deliver to each APM Shareholder a share certificate or Direct Registration Advice evidencing the number of New APM Shares each such APM Shareholder is entitled to receive in accordance with Subsection 2.3(c) of this Plan of Arrangement and APM will deliver to each APM Shareholder a share certificate, or Direct Registration Advice or other document evidencing the number of ICG Shares each such APM Shareholder is entitled to receive in accordance with Subsection 2.3(c) of this Plan of Arrangement.

(b) Each APM Share outstanding immediately prior to the Effective Time that is held by Dissenting Shareholder shall, without any further action by or on behalf of such APM Shareholder or APM, be deemed to be cancelled and such Dissenting Shareholder will be entitled to receive the payment provided for in Subsection 2.3(b) and Section 3.1 of this Plan of Arrangement.”

1. Sections 4.3 to 4.6 of the Plan of Arrangement shall be deleted in their entirety, together with any related definitions, references or cross-references, and the Arrangement Agreement and the Plan of Arrangement shall be amended to make such other conforming amendments as are

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necessary or desirable to give effect to such deletion.

Correction of Nits

1. The reference to Subsection 2.3(a) in Paragraph 3.1(b)(i) of the Plan of Arrangement shall be changed to Subsection 2.3(b).

2. The reference to Subsection 2.3(b) in Paragraph 3.1(b)(ii) of the Plan of Arrangement shall be changed to Subsection 2.3(c).

Assignment

1. Section 5.2 of the Arrangement Agreement shall be deleted in its entirety and replaced with the following:

"5.2 Assignment

No Party may assign its rights or obligations under this Agreement. Notwithstanding the foregoing, ICG acknowledges and agrees that, prior to Closing (as defined in the Share Exchange Agreement), APM may sell, transfer or assign all or any portion of its interests in the APMUS Shares (as defined in the Share Exchange Agreement) or the CGI Shares (as defined in the Share Exchange Agreement) to a wholly-owned direct or indirect subsidiary of APM, provided that (i) such subsidiary assumes all of APM's applicable rights and obligations under this Agreement in respect of the transferred interests, and (ii) APM shall remain jointly and severally liable with such subsidiary for all obligations under this Agreement."

1. Section 10.7 of the Share Exchange Agreement shall be deleted in its entirety and replaced with the following:

"10.7 Assignment

This Agreement shall not be assigned by either Party hereto without the written consent of the other Party first obtained, such consent not to be unreasonably withheld. Notwithstanding the foregoing, ICG acknowledges and agrees that, prior to Closing, the Vendor may sell, transfer or assign all or any portion of its interests in the APMUS Shares or the CGI Shares to a wholly-owned direct or indirect subsidiary of the Vendor, provided that (i) such subsidiary assumes all of the Vendor's applicable rights and obligations under this Agreement in respect of the transferred interests, and (ii) the Vendor shall remain jointly and severally liable with such subsidiary for all obligations under this Agreement."

General

1. Except as amended by this Amending Agreement, the Arrangement Agreement, including the Plan of Arrangement, and the Share Exchange Agreement, remain unamended and continue in full force and effect.

2. This Amending Agreement may be executed in two or more counterparts, each of which will be deemed to be an original and all of which together will constitute one agreement, and each party may deliver an executed copy of this Amending Agreement by electronic transmission, which when delivered will be deemed to be an original.

3. This Amending Agreement and its application and interpretation will be governed exclusively by the laws of the Province of British Columbia, and the Federal laws of Canada applicable therein.

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IN WITNESS WHEREOF the Parties have executed this Amending Agreement as of the date first written above

AMERICAN PACIFIC MINING CORP.

Per:
"Warwick Smith"
Name: Warwick Smith
Title: Chief Executive Officer

AMERICAN PACIFIC MINING (US) INC.

Per:
"Warwick Smith"
Name: Warwick Smith
Title: Chief Executive Officer

CLEARVIEW GOLD INC.

Per:
"Warwick Smith"
Name: Warwick Smith
Title: Director

ICG SILVER & GOLD LTD.

Per:
"Steven Sirbovan"
Name: Steven Sirbovan
Title: President