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American Pacific Mining Corp. Proxy Solicitation & Information Statement 2026

Jan 27, 2026

47525_rns_2026-01-26_47bc4f74-f3ad-4df7-80c7-8b50d813612f.pdf

Proxy Solicitation & Information Statement

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NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that an annual general and special meeting (the “Meeting”) of the holders (“APM Shareholders”) of common shares (the “APM Shares”) of American Pacific Mining Corp. (“APM”) to be held at McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia on February 25, 2026 at 10:00 a.m. (Vancouver time).

If you are a registered APM Shareholder, you may only vote by attending the Meeting in person or by completing the enclosed form of proxy.

The Meeting is being held for the following purposes:

  1. to receive the audited annual consolidated financial statements of APM for the years ended December 31, 2024 and 2023, together with the auditor’s report thereon;
  2. to set the number of directors at five (5);
  3. to elect directors to hold office until the next annual general meeting of APM;
  4. to appoint Davidson & Company LLP (“Davidson”) as auditor of APM for the ensuing year and to authorize the directors to fix the auditor’s remuneration;
  5. to consider and, if deemed advisable, pass an ordinary resolution re-approving APM’s stock option plan, in the form set forth in Appendix G to the accompanying management information circular (the “Circular”), approved by the board of directors of APM on March 8, 2018 (the “APM Option Plan”);
  6. to consider, pursuant to an interim order of the Supreme Court of British Columbia dated January 23, 2026 (the “Interim Order”) and, if thought advisable, to pass, with or without amendment, a special resolution (the “Arrangement Resolution”) approving an arrangement (the “Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”), involving, among others, APM and ICG Silver & Gold Ltd. (“ICG”), the full text of which is set forth in Appendix A to the Circular; and
  7. to transact such further or other business as may properly come before the Meeting or any adjournment or postponement thereof.

The Circular contains the full text of the Arrangement Resolution and provides additional information relating to the subject matter of the Meeting, including the Arrangement, and is deemed to form part of this Notice of Meeting.

APM Shareholders are entitled to vote at the Meeting either in person or by proxy. Registered APM Shareholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular. Alternatively, APM Shareholders can vote online by following the instructions on their proxy or voting instruction form. To be effective, the proxies must be received at the Vancouver office of TSX Trust Company (“TSX Trust”), the Company’s registrar and transfer agent, located at 733 Seymour Street, Suite 2310, Vancouver, BC V6B 0S6, Attention: Proxy Department by 10:00 a.m. Pacific Time on February 23, 2026, or 48 hours (excluding Sundays, Saturdays and holidays) prior to any adjourned or postponed Meeting. Proxies may also be voted online at www.voteproxyonline.com by inserting the 12-digit control number listed on your proxy. Please advise APM of any change in your mailing address.

If you are a non-registered APM Shareholder, please refer to the section in the Circular entitled “General Proxy Information - Voting by APM Shareholders” for information on how to vote your APM Shares.

Pursuant to the Interim Order, each APM Shareholder has been granted the right to dissent in respect of the Arrangement Resolution and, if the Arrangement becomes effective, to be paid the fair value of the APM Shares in respect of which such APM Shareholder dissents, in accordance with the dissent procedures contained in the Interim


Order. To exercise such right: (a) a written notice of dissent with respect to the Arrangement Resolution from the registered APM Shareholder must be received by APM at the offices of McMillan LLP at Suite 1500, Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7 (Attn: Arman Farahani), by no later than 10:00 a.m. (Vancouver time) on the date that is two (2) Business Days before the Meeting date or two (2) Business Days before any adjournment or postponement of the Meeting; and (b) the APM Shareholder must have otherwise complied with the dissent procedures in the Interim Order and the BCBCA. The right to dissent is described in Appendix D to the Circular, as well as the text of the Interim Order, which is attached as Appendix E to the Circular. The board of directors of APM may decide to withdraw the Arrangement Resolution and not proceed with the Arrangement if it determines, in its sole discretion, that APM has received too many dissent notices from APM Shareholders. Failure to strictly comply with the requirements set forth in the Interim Order and the BCBCA may result in the loss of any right of dissent.

DATED this 23rd day of January, 2026.

BY ORDER OF THE BOARD OF DIRECTORS OF AMERICAN PACIFIC MINING CORP.

"Warwick Smith"

Warwick Smith

Chief Executive Officer and Director

American Pacific Mining Corp