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American Pacific Mining Corp. — Proxy Solicitation & Information Statement 2026
Jan 27, 2026
47525_rns_2026-01-26_ce01fbd6-6ae9-42ca-8095-a3e3433893b2.pdf
Proxy Solicitation & Information Statement
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AMERICAN PACIFIC MINING CORP
(the "Corporation")
Annual General and Special Meeting
Feb. 25, 2026 at 10:00 AM (Canada/Pacific Standard)
McMillan LLP, Suite 1500, 1055 West Georgia Street, Vancouver, BC V6E 4N7
(the "Meeting")
Proxy Voting - Guidelines and Conditions
- THIS PROXY IS SOLICITED BY OR ON BEHALF OF THE MANAGEMENT OF THE CORPORATION.
- THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.
- If you appoint the Management Nominees indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.
- This proxy confers discretionary authority on the person named to vote in their discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.
- The securityholder has a right to appoint a person or company to represent the securityholder at the Meeting other than the person or company designated in the form of proxy. Such right may be exercised by inserting, on the reverse of this form, in the space labeled "Please print appointee name", the name of the person to be appointed, who need not be a securityholder of the Corporation.
- To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the securityholders of the Corporation.
- To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxy, noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in their discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
- If the holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the holder may be required to provide documentation evidencing the signatory's power to sign the proxy.
- Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.
Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so:
- After you vote online at www.voteproxyonline.com using your control number.
- Through TSX Trust's online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
VOTING METHOD
| Internet | Go to www.voteproxyonline.com and enter the 12 digit control number |
|---|---|
| FACSIMILE | 416-595-9593 |
| MAIL or HAND DELIVERY | TSX Trust Company |
| 301-100 Adelaide Street West | |
| Toronto, Ontario, M5H 4H1 |
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure 24-hour access to all data relating to their account including summary of holdings, transaction history, and links to valuable holder forms and Frequently Asked Questions.
To register, please visit: https://tsxtrust.com/t/investor-hub/forms/investor-insite-registration and complete the registration form.
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail: 301-100 Adelaide Street West Toronto, ON, M5H 4H1
Tel: 1-866-600-5869
Email: [email protected]
TMX
TSX TRUST
FORM OF PROXY ("PROXY")
AMERICAN PACIFIC MINING CORP
(the "Corporation")
Annual General and Special Meeting
Feb. 25, 2026 at 10:00 AM
(Canada/Pacific Standard)
McMillan LLP, Suite 1500, 1055 West Georgia
Street, Vancouver, BC V6E 4N7
SECURITY CLASS: Common Shares
RECORD DATE: Jan. 2, 2026
FILING DEADLINE FOR PROXY:
CONTROL NUMBER: «CONTROL_NUMBER»
Feb. 23, 2026 at 10:00 AM
(Canada/Pacific Standard)
APPOINTEES
The undersigned hereby appoints Warwick Smith, Chief Executive Officer and Director whom failing Jones Lang, President and Director (the "Management Nominees") or instead of any of them, the following Appointee
PLEASE PRINT APPOINTEE NAME
as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with the voting instructions, if any, provided below.
- SEE VOTING GUIDELINES ON REVERSE -
| RESOLUTIONS - VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES | |||||
|---|---|---|---|---|---|
| 1. Number of Directors | FOR | AGAINST | 2. Election of Directors | FOR | WITHHOLD |
| To set the number of Directors at 5 | ☐ | ☐ | A) Warwick Smith | ☐ | ☐ |
| B) Eric Saderholm | ☐ | ☐ | |||
| C) Ken Cunningham | ☐ | ☐ | |||
| D) Jones Lang | ☐ | ☐ | |||
| E) Ali Hakimzadeh | ☐ | ☐ | |||
| 3. Appointment of Auditor | FOR | WITHHOLD | 4. Stock Option Plan | FOR | AGAINST |
| To appointment of Davidson & Company LLP as auditor of the Corporation for the ensuing year and to authorize the directors to fix their remuneration of the auditor. | ☐ | ☐ | To consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution confirming re-approval of the Company's incentive stock option plan, as more particularly described in the accompanying information circular dated January 23, 2026 (the "Circular"). | ☐ | ☐ |
| 5. Plan of Arrangement | FOR | AGAINST | |||
| To consider, pursuant to an interim order of the Supreme Court of British Columbia dated January 23, 2026 and, if thought advisable, to pass, with or without amendment, a special resolution approving, among other things, an arrangement under Section 288 of the Business Corporations Act (British Columbia), involving the Company and ICG Silver & Gold Ltd. ("ICG") pursuant to the terms and conditions of the arrangement agreement, dated December 7, 2025, as amended January 21, 2026, between the Corporation as more particularly described in the accompanying Circular. | ☐ | ☐ |
PLEASE PRINT NAME
The Proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED
Signature of registered owner(s)
Date(MM/DD/YYYY)