None of the Canadian securities regulatory authorities nor the United States Securities and Exchange Commission nor any state securities commission has approved or disapproved of the proposed arrangement involving American Pacific Mining Corp. and ICG Silver & Gold Ltd., or passed upon the merits or fairness of such arrangement or upon the adequacy or accuracy of the information contained in this notice of annual general and special meeting and management proxy circular. Any representation to the contrary is a criminal offence.

NOTICE OF MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

RELATING TO

THE ANNUAL GENERAL AND SPECIAL MEETING OF THE

SHAREHOLDERS

AMERICAN PACIFIC MINING CORP.

TO BE HELD ON FEBRUARY 25, 2026

THE BOARD OF DIRECTORS OF AMERICAN PACIFIC MINING CORP.

UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS

VOTE FOR THE ARRANGEMENT

These materials are important and require your immediate attention. The shareholders of American Pacific Mining Corp. are required to make important decisions. If you have questions as to how to deal with these documents or the matters to which they refer, please contact your financial, legal or other professional advisor. If you have any questions or require more information with regard to the procedures for voting or completing your documentation, please contact Alnesh Mohan at 604-677-1766 or [email protected].

AMERICAN PACIFIC MINING CORP.

January 23, 2026

Dear Shareholders:

You are invited to attend an annual general and special meeting (the “Meeting”) of the holders (the “APM Shareholders”) of common shares (each, an “APM Share”) 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).

At the Meeting, in addition to the business of the annual general meeting, you will be asked to consider and vote upon a resolution (the “Arrangement Resolution”) approving a proposed plan of arrangement (the “Arrangement”) involving APM and ICG Silver & Gold Ltd. (“ICG”), whereby ICG will acquire 100% of the Tuscarora and Danny Boy projects from APM (the “Projects”) through the acquisition of all of the issued and outstanding shares of American Pacific Mining (US) Inc. (“APMUS”) and Clearview Gold Inc. (“CGI”), each a wholly-owned subsidiary of APM, pursuant to an arrangement agreement entered into between APM and ICG on December 7, 2025, as amended January 21, 2026 (the “Arrangement Agreement”).

The Arrangement is primarily being conducted in order for APM to unlock value for shareholders by exchanging past-producing silver and gold assets in Nevada that are not currently a core focus for APM, for a significant equity interest in a focused exploration company dedicated to advancing the district.

Under the Arrangement, and the terms of a related share exchange agreement, dated December 7, 2025, among APM, ICG, APMUS, and CGI (the “Share Exchange Agreement”):

ICG will acquire all of the issued and outstanding shares of CGI, the registered owner of the Danny Boy project, and all of the issued and outstanding shares of APMUS, the registered owner of the Tuscarora project, in exchange for the issuance of 11,500,000 fully-paid and non-assessable common shares in the capital of ICG (the “Consideration Shares”) to APM at a deemed issue price of $0.15 per Consideration Share;
ICG will be required to pay USD$5,000,000 in cash to APM within five business days of either Project achieving commercial production;
APM will distribute, on a pro rata basis, 7,500,000 of the Consideration Shares to APM Shareholders by exchanging each outstanding APM Share for (i) one new APM Share (a “New APM Share”) which will be identical in every relevant respect to the APM Shares and (ii) approximately 0.0283 of a common share of ICG (an “ICG Share”) (based on the number of issued and outstanding APM Shares as of the date hereof, assuming completion of and giving effect to APM’s fully subscribed non-brokered private placement announced January 20, 2026);
holders (“APM Optionholders”) of options to purchase APM Shares (“APM Options”) will, in exchange for their APM Options, receive new options to purchase from APM one New APM Share on the same terms and conditions of the APM Options except that the exercise price will be reduced by the deemed value of the ICG Shares equal to the Exchange Ratio (each, a “New APM Option”); and
holders (“APM Warrantholders”) of APM Share purchase warrants (“APM Warrants”) will be entitled to receive one New APM Share and the number of ICG Shares equal to the Exchange Ratio upon exercise of each APM Warrant held.

Following the Arrangement, it is anticipated that APM Shareholders will own approximately 19% of ICG. It is a condition to closing that ICG obtain the conditional approval of the Canadian Securities Exchange (the “CSE”) to list the ICG Shares on the CSE.

In order to become effective, the Arrangement must be approved by at least two-thirds of the votes cast on the special resolution approving the Arrangement by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share.

In addition to the approvals of the APM Shareholders, completion of the Arrangement is subject to receipt of required regulatory approvals, including the approval of the planned listing of the ICG Shares on the CSE, the approval of the Supreme Court of British Columbia (the "Court"), and other customary closing conditions, all of which are described in more detail in the accompanying management information circular (the "Circular").

All of the directors and officers of APM, who hold in the aggregate approximately 1.2% of the issued and outstanding APM Shares on a non-diluted basis, have entered into agreements with ICG to vote in favour of the Arrangement, subject to certain exceptions.

After taking into consideration the opinion of Evans & Evans, Inc., the independent fairness advisor to the APM Board, delivered on December 5, 2025, as to the financial fairness of the consideration to be received by APM Shareholders pursuant to the Arrangement, the APM Board has unanimously determined (with conflicting directors abstaining) that the Arrangement is in the best interests of APM and is fair to the APM Shareholders and has approved the Arrangement and authorized its submission to the APM Shareholders and to the Court for approval. Accordingly, the APM Board unanimously recommends (with conflicting directors abstaining) that the APM Shareholders vote FOR the Arrangement.

The accompanying notice of meeting and Circular contain a detailed description of the Arrangement and include certain other information to assist you in considering the matters to be voted upon. You are urged to carefully consider all of the information in the accompanying Circular, including the documents incorporated by reference. If you require assistance, you should consult your financial, legal, or other professional advisor.

Voting

Your vote is important regardless of the number of APM Shares you own. Even if you are a registered APM Shareholder and plan to attend the Meeting, we encourage you to take the time now to follow the instructions on the enclosed form of proxy so that your APM Shares can be voted at the Meeting in accordance with your instructions. We encourage you to use the internet voting option to ensure your vote is received prior to the voting deadline. Alternatively, you can complete, sign, date and return the enclosed form by mail or facsimile. If you hold APM Shares through a broker, trustee, financial institution or other intermediary, you are a non-registered APM Shareholder and you will receive instructions from such intermediary, or on the intermediary's behalf, as to how to vote such APM Shares. We encourage non-registered APM Shareholders to carefully follow such instructions on a timely basis so that your APM Shares can be voted at the Meeting.

See the section in the Circular entitled "General Proxy Information — Voting by APM Shareholders" for further information on how to vote your APM Shares. If you have any questions about submitting your APM Shares, please contact TSX Trust Company, who is acting as depositary under the Arrangement, toll free at 1-866-600-5869, or by email at [email protected].

While certain matters, such as the timing of the receipt of Court approval and receipt of all applicable approvals are beyond the control of APM, if the resolution approving the Arrangement is passed by the requisite number of APM Shareholders at the Meeting, and the other conditions to closing are satisfied, it is anticipated that the Arrangement will be completed and become effective during the first quarter of 2026.

On behalf of APM, we would like to thank you for your continued support as we proceed with this important transaction.

Sincerely,

"Warwick Smith"

Warwick Smith

Chief Executive Officer and Director

American Pacific Mining Corp.

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:

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;
to set the number of directors at five (5);
to elect directors to hold office until the next annual general meeting of APM;
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;
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”);
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
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

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

The following are some questions that you, as a APM Shareholder, may have relating to the Meeting and answers to those questions. These questions and answers do not provide all of the information relating to the Meeting or the matters to be considered at the Meeting and are qualified in their entirety by the more detailed information contained elsewhere in this Circular. You are urged to read this Circular in its entirety before making a decision related to your APM Shares.

Q: What am I voting on?

A: You are being asked to consider and, if deemed advisable, to vote FOR the resolution approving the Arrangement among APM and ICG (the “Arrangement Resolution”), which provides for, among other things, ICG acquiring all of the issued and outstanding shares of Clearview Gold Inc and American Pacific Mining (US) Inc., each a wholly-owned subsidiary of APM. Through the Arrangement, APM Shareholders (other than Dissenting Shareholders, as defined herein) will receive one new APM common share (a “New APM Share”), which will be identical in every relevant respect to the APM Shares, and approximately 0.0283 of a common share of ICG (a whole share, being an “ICG Share”) (based on the number of issued and outstanding APM Shares as of the date hereof, assuming completion of and giving effect to APM’s fully subscribed non-brokered private placement announced January 20, 2026) in exchange for every one APM Share held. You also are being asked to approve the election of directors, the appointment of the auditor, and the transaction of any other business that may properly come before the Meeting or any adjournments or postponements of the Meeting.

Q: When and where is the Meeting?

A: The Meeting will take place on February 25, 2026 at 10:00 a.m. (Vancouver time), at the offices of McMillan LLP, Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7.

Q: Who is soliciting my proxy?

A: Your proxy is being solicited by management of APM. This Circular is furnished in connection with that solicitation. The solicitation of proxies for the Meeting will be primarily by mail, but proxies may be solicited personally or by telephone by directors, officers and regular employees of the Company. The Company will bear all costs of this solicitation. We have arranged for intermediaries to forward the meeting materials to beneficial owners of the APM Shares held of record by those intermediaries and we may reimburse the intermediaries for their reasonable fees and disbursements in that regard.

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

A: Only APM Shareholders of record as of the close of business on January 2, 2026, the record date for the Meeting, are entitled to receive notice of and to attend, and vote at, the Meeting or any adjournment(s) or postponement(s) of the Meeting.

The quorum for the transaction of business at the Meeting will be at least one person who is, or who represent by proxy, APM Shareholders who, in the aggregate, hold at least 5% of the issued APM Shares.

Q: Who is entitled to receive the ICG Distribution Shares?

A: Only APM Shareholders who are shareholders of record at the effective time of the Arrangement on Closing will be entitled to receive the ICG Shares to be distributed to APM Shareholders (the “ICG Distribution Shares”) pursuant to the Arrangement. This entitlement is separate from, and is not determined by, the record date established for the Meeting, which is relevant solely for determining entitlement to vote at the Meeting. Based on the number of issued and outstanding APM Shares as of the date hereof and assuming completion of and giving effect to APM’s fully subscribed non-brokered private placement announced

January 20, 2026, APM Shareholders of record at Closing are expected to receive approximately 0.0283 of an ICG Distribution Share for each APM Share held.

Q: What will I receive in the Arrangement?

A: If the Arrangement is completed, APM Shareholders (other than Dissenting Shareholders, as defined herein) will be entitled to receive one New APM Share and approximately 0.0283 of an ICG Share (based on the number of issued and outstanding APM Shares as of the date hereof, assuming completion of and giving effect to APM’s fully subscribed non-brokered private placement announced January 20, 2026) in exchange for every one APM Share held.

Q: What vote is required at the Meeting to approve the Arrangement Resolution?

A: The Arrangement Resolution must be passed by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share.

Q: What if I return my proxy but do not mark it to show how I wish to vote?

A: If your proxy is signed and dated and returned without specifying your choice or is returned specifying both choices, your APM Shares will be voted FOR the Arrangement Resolution and the other matters to be considered at the Meeting, in each case in accordance with the recommendation of the APM Board and the discretion of the persons named as proxyholders.

Q: When is the cut-off time for delivery of proxies?

A: Fully-signed proxies must be delivered to TSX Trust 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. In this case, assuming no adjournment or postponement of the Meeting, the proxy-cut off time is 10:00 a.m. (Vancouver time) on February 23, 2026. The Chair of the Meeting may waive the proxy-cut off time without notice.

Q: Can I change my vote after I submitted a signed proxy?

A: Yes. If you want to revoke your proxy after you have delivered it, you have the right to do so at any time prior to the Meeting, or at the Meeting. If you are a registered APM Shareholder (as at the Record Date), you may do this by: (a) attending the Meeting and voting in person; (b) executing a proxy bearing a later date or a valid notice of revocation, either of which must be executed by the registered shareholder or the registered shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by a duly authorized officer or attorney, and by either submitted this letter to TSX Trust at www.voteproxyonline.com at any time up 10:00 a.m. (Vancouver time) on February 23, 2026 (or, if the Meeting is adjourned or postponed, the last business day that precedes any reconvening thereof), or delivering it to the Chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law.

If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your shares, but to do so you must attend the Meeting in person.

If you are a beneficial APM Shareholder, please contact your intermediary for instructions on how to revoke your proxy.

Q: What are the recommendations of the APM Board?

A: After taking into consideration, among other things, the Fairness Opinion of Evans & Evans, Inc., the APM Board (with conflicted directors abstaining) have concluded that the Arrangement is in the best interests of APM and fair to the APM Shareholders and recommend that APM Shareholders vote FOR the Arrangement Resolution to approve the Arrangement.

Q: Why is the APM Board making this recommendation?

A: In reaching their conclusion that the Arrangement is fair to APM Shareholders and that the Arrangement is in the best interests of APM, the APM Board considered and relied upon a number of factors, including those described under the headings “The Arrangement—Background to the Arrangement” and “The Arrangement—Fairness Opinion” in this Circular.

Q: In addition to the approval of APM Shareholders, are there any other approvals required for the Arrangement?

A: Yes, the Arrangement requires the approval of the Court and also is subject to the receipt of certain regulatory approvals, including the acceptance of the Canadian Securities Exchange (the “CSE”) and the conditional approval by the CSE of the listing of ICG on the CSE. See “The Arrangement—Court Approval of the Arrangement” and “The Arrangement – Regulatory Approvals” in this Circular.

Q: Are ICG shareholders required to approve the Arrangement?

A: No, the Arrangement does not require the approval of ICG shareholders.

Q: Do any Directors or executive officers of APM have any interests in the Arrangement that are different from, or in addition to, those of the APM Shareholders?

A: In considering the recommendation of the APM Board to vote in favour of the matters discussed in this Circular, APM Shareholders should be aware that some of the directors and executive officers of APM have interests in the Arrangement that are different from, or in addition to, the interests of APM Shareholders generally. In particular, Warwick Smith (Chief Executive Officer and Director of APM), Joness Lang (President and Director of APM) and Ali Hakimzadeh (Director of APM) each acquired 1,000,000 ICG Shares at a price of $0.03 per ICG Share in early October 2025. The APM Board (with such conflicted directors abstaining) was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by APM Shareholders. See “The Arrangement – Interest of Certain Persons in the Arrangement” in this Circular.

Q: Will the APM Shares continue to be listed on the CSE after the Arrangement?

A: Yes, APM is excepted to continue to be listed on the CSE following completion of the Arrangement. The existing APM Shares will be delisted from the CSE effective at the close of trading on the Closing Date. The new APM Shares, which will be identical in every relevant respect to the APM Shares and which are being distributed pursuant to the Arrangement, are expected to commence trading on the CSE at the opening of trading on the following trading day. Upon completion of the Arrangement, former APM Shareholders will also hold ICG Shares. An application to list the ICG Shares on the CSE is expected to be made.

Q: Should I send my APM Share certificates now?

A: You are not required to send your certificates representing APM Shares to validly cast your vote in respect of the Arrangement Resolution.

Q: When can I expect to receive consideration for my APM Shares?

A: Assuming completion of the Arrangement, if you hold your APM Shares through an intermediary, then you are not required to take any action and the ICG Shares and New APM Shares will be delivered to your intermediary through the procedures in place for such purposes between CDS & Co. or similar entities and such intermediaries. If you hold your APM Shares through an intermediary, you should contact your intermediary if you have questions regarding this process.

In the case of Registered APM Shareholders, as soon as practicable after the Effective Date ICG will cause to be forwarded certificates representing the ICG Shares to which the Registered APM Shareholder is entitled by first class mail to the address of the APM Shareholder as shown on the register maintained by TSX Trust. TSX Trust will also forward DRS Advice Statements or, if requested, physical certificates representing the New APM Shares to the Registered APM Shareholder.

Q: How will the votes be counted?

A: TSX Trust, APM’s transfer agent, counts and tabulates the proxies. Proxies are counted and tabulated by the transfer agent in such a manner as to preserve the confidentiality of the voting instructions of Registered APM Shareholders, subject to a limited number of exceptions.

Q: How will I know when the Arrangement will be implemented?

A: The Effective Date will occur upon satisfaction or waiver of all of the conditions to the completion of the Arrangement contained in the Arrangement Agreement. If the Arrangement Resolution is passed at the Meeting, the Effective Date is expected to occur in the first quarter of 2026. On the Effective Date, APM will publicly announce that the conditions are satisfied or waived, and that the Arrangement has been implemented.

Q: Are there risks I should consider in deciding whether to vote for the Arrangement Resolution?

A: Yes. APM Shareholders should carefully consider the risk factors relating to the Arrangement as described in the circular under “The Arrangement – Risks Associated with the Arrangement”.

Q: What are the Canadian income tax consequences of the Arrangement?

A: For a summary of certain material Canadian income tax consequences of the Arrangement, see “Certain Canadian Federal Income Tax Considerations”. Such summary is not intended to be legal or tax advice to any particular APM securityholder. APM Shareholders should consult their own tax and investment advisors with respect to their particular circumstances.

Q: What are the U.S. Federal income tax consequences of the Arrangement?

A: No opinion, advice or representation is being provided herein with respect to the U.S. federal income tax consequences of the Arrangement to APM Shareholders, holders of APM stock options (“APM Optionholders”), or holders of APM share purchase warrants (“APM Warrantholders”). APM Shareholders, APM Optionholders and APM Warrantholders who are residents in, or subject to tax in, the United States should consult their own tax advisors with respect to their particular circumstances.

Q: Am I entitled to Dissent Rights?

A: The Interim Order provides the Registered APM Shareholders with Dissent Rights in connection with the Arrangement that will be available if the Arrangement Resolution is approved by the APM Shareholders. Registered APM Shareholders considering exercising Dissent Rights should seek the advice of their own legal counsel and tax and investment advisors and should carefully review the description of such rights set forth in this Circular and the Interim Order, and comply with the provisions of the

Dissent Rights, the full text of which is set out on Appendix D to this Circular. See “The Arrangement – Dissent Rights” in this Circular.

[Rest of page left blank]

Page

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING ...1
INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR ...1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS ...1
NOTICE TO UNITED STATES SECURITYHOLDERS ...2
CURRENCY AND EXCHANGE RATES ...4
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES ...5
GLOSSARY OF TERMS ...5
SUMMARY ...1
THE MEETING AND RECORD DATE ...1
PURPOSE OF THE MEETING ...1
BACKGROUND TO THE ARRANGEMENT ...1
THE ARRANGEMENT ...1
BACKGROUND TO THE ARRANGEMENT ...2
REASONS FOR THE ARRANGEMENT ...3
RECOMMENDATION OF THE APM BOARD ...3
FAIRNESS OPINION ...4
VOTING AGREEMENTS ...4
TREATMENT OF OTHER SECURITIES ...4
NEW APM (APM AFTER THE ARRANGEMENT) ...4
ICG ...4
CONDITIONS TO THE ARRANGEMENT ...5
AMENDMENT AND TERMINATION OF THE ARRANGEMENT AGREEMENT AND PLAN OF ARRANGEMENT ...5
PROCEDURE FOR EXCHANGE OF APM SHARES AND ICG SHARES ...6
PROCEDURE FOR EXCHANGE OF APM OPTIONS ...6
RIGHT TO NEW APM SHARES AND ICG SHARES ...6
DISSENT RIGHTS ...6
SUMMARY OF CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ...7
NO OPINION, ADVICE OR REPRESENTATION AS TO U.S. FEDERAL INCOME TAX CONSEQUENCES ...7
COURT APPROVAL ...7
REGULATORY LAW MATTERS AND SECURITIES LAW MATTERS ...7
SOLICITATION OF PROXIES ...9
HOW A VOTE IS PASSED ...9
WHO CAN VOTE? ...9
WHAT IS A PROXY? ...9
APPOINTING A PROXYHOLDER ...9
INSTRUCTING YOUR PROXY AND EXERCISE OF DISCRETION BY YOUR PROXY ...10
REVOCABILITY OF PROXY ...10
VOTING BY APM SHAREHOLDERS ...10
VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITIES ...12

THE ARRANGEMENT ...12
PRINCIPAL STEPS OF THE ARRANGEMENT ...12
BACKGROUND TO THE ARRANGEMENT ...14
RECOMMENDATION OF THE APM BOARD ...18
TREATMENT OF OTHER SECURITIES ...18
FAIRNESS OPINION ...18
APPROVAL OF THE ARRANGEMENT RESOLUTION ...20

VOTING AGREEMENTS...20
COMPLETION OF THE ARRANGEMENT...20
PROCEDURE FOR EXCHANGE OF APM SHARES AND ICG SHARES...21
PROCEDURE FOR EXCHANGE OF APM OPTIONS...21
NO FRACTIONAL SHARES OR OPTIONS TO BE ISSUED...22
EFFECTS OF THE ARRANGEMENT ON APM SHAREHOLDERS’ RIGHTS...22
COURT APPROVAL OF THE ARRANGEMENT...22
REGULATORY APPROVALS...23
CSE REQUIREMENTS, REGULATORY LAW AND SECURITIES LAW MATTERS...23
INTEREST OF CERTAIN PERSONS IN THE ARRANGEMENT...26
THE ARRANGEMENT AGREEMENT...27
RISKS ASSOCIATED WITH THE ARRANGEMENT...31
DISSENT RIGHTS...32
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS...34
HOLDERS RESIDENT IN CANADA...35
APM SHAREHOLDERS NOT RESIDENT IN CANADA...37

ANNUAL MATTERS...40
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON...40
FINANCIAL STATEMENTS...40
SETTING NUMBER OF DIRECTORS...40
ELECTION OF DIRECTORS...40
CORPORATE CEASE TRADE ORDERS OR BANKRUPTCIES...41
APPOINTMENT OF AUDITOR...42
PASSING OF OPTION PLAN...42
AUDIT COMMITTEE AND RELATIONSHIP WITH AUDITOR...43

EXECUTIVE COMPENSATION...45
COMPENSATION DISCUSSION AND ANALYSIS...45
OPTION-BASED AWARDS...46
COMPENSATION OF NAMED EXECUTIVE OFFICERS AND DIRECTORS EXCLUDING COMPENSATION SECURITIES...46
EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS...47
TERMINATION AND CHANGE OF CONTROL BENEFITS...49
APM OPTION PLAN...49
DIRECTOR COMPENSATION...49

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS...50
INDEBTEDNESS OF DIRECTORS AND OFFICERS...50
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS...50
MANAGEMENT CONTRACTS...51
CORPORATE GOVERNANCE DISCLOSURE...51
GENERAL...51
BOARD OF DIRECTORS...51
ORIENTATION AND CONTINUING EDUCATION...52
ETHICAL BUSINESS CONDUCT...52
NOMINATION OF DIRECTORS...52
COMPENSATION...52
OTHER BOARD COMMITTEES...52
ASSESSMENTS...52

INFORMATION CONCERNING NEW APM (APM AFTER THE ARRANGEMENT)...52
INFORMATION CONCERNING ICG...53

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON...53
INTERESTS OF EXPERTS...53
AUDITOR, REGISTRAR AND TRANSFER AGENT...53
OTHER MATTERS...53
ADDITIONAL INFORMATION...54
APPROVAL OF DIRECTORS...55
EXHIBIT A ICG FINANCIAL STATEMENTS AND MD&A...F-1
EXHIBIT B CARVE-OUT FINANCIAL STATEMENTS AND MD&A...F-1
EXHIBIT C PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS...F-1
EXHIBIT D AUDIT COMMITTEE CHARTER ICG SILVER & GOLD LTD...F-1

APPENDICES

APPENDIX A ARRANGEMENT RESOLUTION...A-1
APPENDIX B PLAN OF ARRANGEMENT...B-1
APPENDIX C FAIRNESS OPINION...C-1
APPENDIX D EXCERPTED STATUTORY PROVISIONS RELATING TO DISSENT RIGHTS...D-1
APPENDIX E INTERIM ORDER AND NOTICE OF HEARING...E-1
APPENDIX F INFORMATION CONCERNING ICG AFTER THE ARRANGEMENT...F-1
APPENDIX G APM OPTION PLAN...G-1
APPENDIX H AUDIT COMMITTEE CHARTER OF NEW APM AFTER THE ARRANGEMENT...H-1

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

The information contained in this Circular, unless otherwise indicated, is given as of January 23, 2026.

No Person has been authorized to give any information or to make any representation in connection with the matters being considered herein other than those contained in this Circular and, if given or made, such information or representation should not be considered or relied upon as having been authorized. This Circular does not constitute an offer to sell, or a solicitation of an offer to acquire, any securities, or the solicitation of a proxy, by any Person in any jurisdiction in which such an offer or solicitation is not authorized or permitted or in which the Person making such offer or solicitation is not qualified to do so or to any Person to whom it is unlawful to make such an offer or proxy solicitation. Neither the delivery of this Circular nor any distribution of securities referred to herein should, under any circumstances, create any implication that there has been no change in the information set forth herein since the date of this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and APM Shareholders are urged to consult their own professional advisors in connection with the matters considered in this Circular.

Descriptions in this Circular of the terms of the Arrangement Agreement, the Share Exchange Agreement and the Plan of Arrangement are summaries of the terms of those documents and are qualified in their entirety by such terms. APM Shareholders should refer to the full text of the Arrangement Agreement and Share Exchange Agreement, copies of which is available under APM's SEDAR+ profile at www.sedarplus.ca, and the Plan of Arrangement, a copy of which is attached to this Circular as Appendix B.

THE ARRANGEMENT AND THE RELATED SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED WITH, RECOMMENDED BY, OR APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY U.S. STATE OR CANADIAN PROVINCE OR TERRITORY NOR HAVE ANY OF THEM PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR THE ACCURACY OR ADEQUACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Information Contained in this Circular Regarding ICG

The information concerning ICG, its affiliates and the ICG Shares contained in this Circular have been provided by ICG for inclusion in this Circular. Although APM has no knowledge that would indicate any statements contained herein relating to ICG, its affiliates or the ICG Shares taken from or based upon such information provided by ICG are untrue or incomplete, neither APM nor any of its officers or directors assumes any responsibility for the accuracy or completeness of the information relating to ICG, its affiliates or the ICG Shares, or for any failure by ICG to disclose facts or events that may have occurred or may affect the significance or accuracy of any such information but which are unknown to APM.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

This Circular and the documents incorporated into this Circular contain "forward-looking information" within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). These forward-looking statements are made as of the date of this Circular or as of the date of the applicable document from which they are incorporated by reference.

Forward-looking statements are based on the beliefs of APM's and ICG's management, as the case may be, as well as on assumptions which such management believes to be reasonable based on information currently available at the time such statements were made. Such forward-looking statements in this Circular include, but are not limited to, statements with respect to the timing and implementation of the proposed Arrangement and any transactions associated therewith (including its completion before the Outside Date, the proposed share exchanges as set out in the Share

Exchange Agreement, and the CSE listing of ICG), the anticipated benefits of the Arrangement, and the availability of cash flow to fund capital requirements. However, there can be no assurance that the forward-looking statements will prove to be accurate. Such assumptions and factors include, without limitation: that the required approvals to the Arrangement will be obtained from the APM Shareholders and all other required third parties, Court, regulatory and governmental bodies; assumptions made in connection with the preparation of the pro forma financial statements included herein; that all other conditions to the completion of the Arrangement will be satisfied or waived; that the future business operations and prospects of APM and ICG will be consistent with the current expectations of APM; that the expected benefits of the Arrangement will be realized; and that projections are accurate. These assumptions are based on factors and events that are not within the control of APM and there is no assurance they will prove to be correct.

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "budget", "potential", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "will", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative of these terms or comparable terminology. By their very nature, forward-looking statements require APM to make assumptions and are subject to known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of New APM and ICG to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. A variety of material factors include, among others: credit risks, market risks (including those related to equity, commodity, foreign exchange and interest rate markets), liquidity risks, operational risks (including those related to technology and infrastructure), and risks relating to reputation, insurance, strategy, regulatory matters, legal matters, environmental matters and capital adequacy. Examples of such risk factors include failure to complete the Arrangement could negatively impact the market price of APM Shares and future business and financial results; New APM and ICG may be subject to significant capital requirements and operating risks; changes in law, the ability to implement business strategies and pursue business opportunities; state of the capital markets; the availability of funds and resources to pursue operations; dependence on key suppliers; granting of permits and licenses; disruptions in or attacks (including cyber-attacks) on information technology, internet, network access or other voice or data communications systems or services; the evolution of various types of fraud or other criminal behaviour; the failure of third parties to comply with their obligations; the impact of new and changes to, or application of, current laws and regulations; the overall difficult litigation environment, including in the U.S.; increased competition; changes in foreign currency rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the availability of funds and resources to pursue operations; critical accounting estimates and changes to accounting standards, policies, and methods; and the occurrence of natural and unnatural catastrophic events and claims resulting from such events, as well as other general economic, market and business conditions, amongst others, as well as those risks described under the headings "The Arrangement - Risks Associated with the Arrangement" in this Circular and Appendix F - "Information Concerning ICG After The Arrangement", as well as any other risk factors detailed from time to time in APM's audited annual financial statements and management's discussion and analysis ("MD&A"). APM's audited annual financials and MD&A are filed and available for review on its SEDAR profile at www.sedarplus.ca while ICG's audited annual financial statements are included in this Circular as Schedule A to Appendix F. Although APM has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. APM provides no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. APM and ICG do not intend, and do not assume any obligation, to update any forward-looking statements, other than as required by applicable Laws. Accordingly, readers should not place undue reliance on forward-looking statements.

NOTICE TO UNITED STATES SECURITYHOLDERS

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN REGISTERED WITH, RECOMMENDED BY, OR APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR THE SECURITIES REGULATORY AUTHORITIES IN ANY U.S. STATE; NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITIES OF ANY U.S. STATE PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The New APM Shares, ICG Shares and New APM Options to be issued and distributed to APM Securityholders pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or applicable U.S. state Securities Laws, and will be issued, distributed and exchanged, as applicable, in reliance on the exemption from the registration requirements of the U.S. Securities Act set forth in Section 3(a)(10) thereof on the basis of the approval of the Court, which will consider, among other things, the fairness of the Arrangement to APM Securityholders as further described in this Circular under the heading “The Arrangement – CSE Requirements, Regulatory Law and Securities Law Matters”, and in reliance on exemptions from registration under applicable state Securities Laws.

The solicitation of proxies for the Meeting made pursuant to this Circular is not subject to the requirements of Section 14(a) of the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with disclosure requirements applicable in Canada. APM Shareholders in the United States should be aware that such requirements are different from those applicable to proxy statements which are subject to the U.S. Exchange Act.

The financial statements and information included or incorporated by reference in this Circular have been prepared in accordance with IFRS as issued by the IASB and interpretations issued by the IFRIC and Canadian generally accepted accounting principles. Further, the annual financial statements have been audited in accordance with Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements prepared in accordance with United States standards.

Information concerning the business and operations of APM and ICG has been prepared in accordance with Canadian disclosure standards under applicable Canadian corporate and Securities Laws. Accordingly, such information may not be comparable to similar information prepared in accordance with United States standards (including, without limitation, the disclosure requirements applicable to registration statements filed with the SEC under the U.S. Securities Act).

APM Securityholders who are resident in, or citizens of, the United States are advised to consult their own tax advisors to determine the particular United States tax consequences to them of the Arrangement in light of their particular situation, as well as any tax consequences that may arise under the Laws of any other relevant foreign, state, local, or other taxing jurisdiction. No ruling from the United States Internal Revenue Service or legal opinions have been or will be sought with respect to any of the tax consequences relating to the transaction described herein, including, without limitation, with respect to income, estate, gift or other tax consequences.

The enforcement by APM Securityholders of civil liabilities under U.S. Securities Laws may be affected adversely by the fact that each of New APM and ICG is incorporated or organized outside the United States, and that some or all of their officers and directors and the experts named herein are residents of a foreign country and that all or a portion of the assets of New APM and ICG and said persons are located outside the United States. As a result, it may be difficult or impossible for APM Shareholders in the United States to effect service of process within the United States upon New APM and ICG, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under U.S. federal or state Securities Laws.

In addition, APM Shareholders in the United States should not assume that the courts of Canada: (a) would allow APM Shareholders in the United States to sue New APM or ICG, or their respective officers or directors, in the courts of Canada; (b) would enforce judgments of United States courts obtained in actions against such Persons predicated upon civil liabilities under the federal Securities Laws of the United States or “blue sky” laws of any state within the United States; or (c) would enforce, in original actions, liabilities against such Persons predicated upon civil liabilities under the federal Securities Laws of the United States or “blue sky” laws of any state within the United States.

The New APM Shares and ICG Shares to be received by APM Shareholders pursuant to the Arrangement will be freely transferable under U.S. Securities Laws, except Persons who are “affiliates” (as such term in understood under U.S. Securities Laws) of New APM or ICG, as applicable, after the Effective Date, or were “affiliates” of APM or ICG, as applicable, within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer, as well as persons who beneficially own or control more than 10% of the outstanding voting

securities of the issuer. Any resale of such New APM Shares or ICG Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption therefrom.

The New APM Shares issuable upon exercise of New APM Options, and the New APM Shares and ICG Shares issuable upon exercise of APM Warrants, have not been and will not be will not be registered under the U.S. Securities Act or applicable U.S. state Securities Laws. The New APM Shares issuable upon exercise of New APM Options, and the New APM Shares and ICG Shares issuable upon exercise of APM Warrants, may not be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof; and the New APM Options and the APM Warrants may be exercised by, or for the account or benefit of, a person in the United States or a U.S. Person only pursuant to an available exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state Securities Laws. Prior to the issuance of New APM Shares and ICG Shares pursuant to any such exercise, New APM or ICG, as applicable, may require evidence (which may include an opinion of counsel of recognized standing) in form and substance reasonably satisfactory to New APM or ICG, as applicable, to the effect that the issuance of such shares does not require registration under the U.S. Securities Act or applicable U.S. State Securities Laws.

New APM Shares and/or ICG Shares received upon exercise of the New APM Options or APM Warrants by holders in the United States or who are U.S. Persons will be "restricted securities," as such term is defined in Rule 144, and may not be resold unless such securities are registered under the U.S. Securities Act and all applicable U.S. state Securities Laws or unless an exemption from such registration requirements is available.

No broker, dealer, salesperson or other Person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized hereunder.

Unless otherwise indicated, all mineral resource estimates included in this Circular have been prepared in accordance with NI 43-101. NI 43-101 is an instrument developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

The SEC has adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements (the "SEC Mineral Disclosure Rules") for issuers whose securities are being registered with the SEC under the U.S. Securities Act or are subject to reporting requirements under the U.S. Exchange Act. The SEC Mineral Disclosure Rules have replaced the historical property disclosure requirements for mining registrants that were included in SEC Industry Guide 7, which has been rescinded.

United States investors are cautioned that the disclosure that APM provides on its mineral properties in this Circular may be different from the disclosure that an issuer subject to SEC reporting requirements (other than Canadian issuers eligible to file reports with the SEC under the Multijurisdictional Disclosure System, or MJDS) would otherwise be required to provide under the SEC Mineral Disclosure Rules.

As used in this Circular, technical terms have the meanings ascribed to them under the CIM Definition Standards. United States investors are cautioned that while the CIM Definition Standards include terms that are substantially similar to those included in the SEC Mineral Disclosure Rules, there are differences in the definitions under the CIM Definition Standards and the SEC Mineral Disclosure Rules.

For the above reasons, information contained in this Circular containing descriptions of APM's mineral properties may not be comparable to similar information made public by United States companies subject to the reporting and disclosure requirements under the United States federal Securities Laws.

CURRENCY AND EXCHANGE RATES

Unless otherwise indicated herein, references to “$”, “C$” or “Canadian dollars” are to Canadian dollars, and references to “C$” or “U.S. dollars” are to United States dollars.

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

The historical financial statements of APM incorporated by reference in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS. The historical financial statements of ICG included in this Circular are reported in Canadian dollars and have been prepared in accordance with IFRS.

GLOSSARY OF TERMS

In this Circular, unless otherwise defined herein or unless there is something in the subject matter inconsistent therewith, the following terms have the respective meanings set out below, words importing the singular number include the plural and vice versa and words importing any gender include all genders.

"Affiliate"
means, with respect to any Person, following completion of the Arrangement, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, the first-specified Person, except that, from and after the Effective Time and for purposes of the Arrangement Agreement, ICG shall not be deemed to be an Affiliate of any member of the APM Group and no member of the APM Group shall be deemed to be an Affiliate of ICG.

"Alternative Transaction"
means an activity, arrangement or transaction in opposition to or in competition with the Arrangement or could be reasonably expected to conflict with the Arrangement.

"APM" or the "Company"
means American Pacific Mining Corp., a corporation incorporated under the Laws of the Province of British Columbia.

"APM Board or the Board"
means the board of directors of APM, as may be constituted from time to time.

"APM Group"
means APM, each Subsidiary of APM and any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with APM, in each case immediately after the Effective Time.

"APM Option Plan"
means the incentive stock option plan of APM dated March 8, 2018, as amended, to be ratified and approved at the Meeting by APM Shareholders, and pursuant to which the APM Options have been granted.

"APM Optionholders"
means the holders of APM Options.

"APM Options"
means the outstanding options to purchase APM Shares granted pursuant to the APM Option Plan.

"APM Securities"
means, collectively, APM Shares, APM Options and APM Warrants.

"APM Securityholder"
means, collectively, the APM Shareholders and APM Optionholders.

"APM Shareholder"
means a holder of APM Shares.

"APM Shareholder Approval"
means the approval of the APM Shareholders of the Arrangement Resolution requiring at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share.

"APM Shares"
means the common shares in the authorized share structure of APM as constituted prior to the Effective Time.

"APM U.S. Securityholders"
means APM U.S. Shareholders, and holders of APM Options and APM Warrants who are in the United States.

"APM U.S. Shareholders"
means APM Shareholders in the United States.

“APM Warrantholder”	means the holders of APM Warrants.
“APM Warrants”	means the APM share purchase warrants issued and outstanding immediately before the Effective Time.
“APMUS”	means American Pacific Mining (US) Inc.
“Arrangement”	means the arrangement under section 288 of the BCBCA contemplated by the Plan of Arrangement.
“Arrangement Agreement”	means the Arrangement Agreement dated December 7, 2025, between APM and ICG, as amended January 21, 2026.
“Arrangement Resolution”	means the special resolution to be considered and voted on by APM Shareholders at the Meeting approving the Arrangement, to be in substantially the form attached as Appendix A to this Circular.
“Audit Committee”	means the audit committee of the Company.
“BCBCA”	means theBusiness Corporations Act(British Columbia), as amended.
“Broadridge”	has the meaning ascribed thereto under“General Proxy Information” – “Non-Registered Holders”.
“Business Day”	means a day, other than a Saturday, Sunday or statutory holiday, when banks are generally open inVancouver, British Columbia for the transaction of banking business.
“Canadian Securities Administrators”	means the voluntary umbrella organization of Canada’s provincial and territorial securities regulators.
“CDS”	means the Canadian Depository for Securities Limited.
“CGI”	means Clearview Gold Inc.
“CIM”	means the Canadian Institute of Mining, Metallurgy and Petroleum.
“CIM Definition Standards”	means the CIM Definition Standards on Mineral Resources and Mineral Reserves, as adopted by the CIM Council and as amended.
“Circular”	means collectively, the Notice of Meeting and this management information circular, including all appendices, sent to APM Shareholders in connection with the Meeting.
“company”	means, unless specifically indicated otherwise, a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual.
“Concurrent Financing”	means the concurrent financing of securities of ICG for minimum aggregate gross proceeds of not less than $2,000,000 and on such other terms and conditions satisfactory to ICG and APM, acting reasonably.
“Confidential Information”	means all information that concerns the business or affairs of APM or its Affiliates or ICG or its Affiliates, as applicable, including but not limited to, records, reports, results, maps, charts, strategic plans and related information and other data used in such party’s business and any materials evidencing the same and all copies of thereof; provided, however, Confidential Information shall not include information to the extent: (a) such information becomes generally available to and known by the public other than as a result of unauthorized disclosure by APM, ICG or any of their Affiliates or any of their respective representatives, or (b) has been approved for release by written authorization by APM or ICG, as applicable.

“Conflict-Free Directors” has the meaning ascribed thereto under “The Arrangement” – “Background to the Arrangement”.

“Court” means the Supreme Court of British Columbia.

“CRA” means the Canada Revenue Agency.

“CSE” means the Canadian Securities Exchange.

“Davidson” means Davidson & Company LLP.

“De Minimis Exclusion” has the meaning ascribed to such term under “The Arrangement - Interest of Certain Persons in the Arrangement - Multilateral Instrument 61-101”.

“Dissent Notice” means a written objection to the Arrangement Resolution by a Dissenting Shareholder in accordance with the dissent procedures set out in the Interim Order and the BCBCA.

“Dissent Procedures” means the procedures for the Dissenting Shareholders to follow, as set forth in the Interim Order.

“Dissent Rights” means the rights of dissent in respect of the Arrangement described in Section 3.1 of the Plan of Arrangement.

“Dissent Shares” means the APM Shares held by a Dissenting Shareholder in respect of which the Dissenting Shareholder has duly and validly exercised Dissent Rights.

“Dissenting Non-Resident Holder” has the meaning ascribed thereto under “The Arrangement -APM Shareholders Not Resident in Canada -Dissenting Non-Resident Holders”.

“Dissenting Resident Holder” has the meaning ascribed thereto under “The Arrangement - Certain Canadian Federal Income Tax Considerations”.

“Dissenting Shareholder” means an APM Shareholder who duly and validly exercised Dissent Rights.

“Distribution” means the distribution of the Distribution Shares by APM on a pro rata basis to APM Shareholders under the Plan of Arrangement.

“Distribution Shares” means 7,500,000 ICG Shares held by APM.

“DRS Advice Statement” means written evidence of the book entry issuance or holding of shares issued to the holder prepared by TSX Trust pursuant to its direct registration system.

“EBC Consulting” means EBC Consulting Group Ltd.

“Effective Date” means the date selected by APM as being the date upon which the Arrangement first becomes effective.

“Effective Time” means 12:01 a.m. (Pacific Daylight Time) on the Effective Date, or such other time on the Effective Date as determined by APM.

“Encumbrance” includes, with respect to any property or asset, any mortgage, pledge, assignment, hypothec, charge, lien, security interest, adverse right or claim, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing.

“Evans & Evans” means Evans & Evans, Inc., financial advisors to APM.

“Exchange Ratio” means the number (expressed as a decimal and rounded to the nearest six decimal places) equal to the fraction of an ICG Share that an APM Shareholder is entitled to receive, expected to be approximately 0.0283 (based on the number of issued and outstanding APM Shares as of the date hereof, assuming completion of and giving effect to APM’s fully subscribed non-brokered private placement announced January 20, 2026).

“Fairness Opinion” means the written opinion of Evans & Evans that the consideration to be received by APM Shareholders pursuant to the Arrangement is fair, from a financial point of view, to APM Shareholders, dated December 5, 2025 and delivered to the APM Board in connection with the Arrangement, a copy of which is attached as Appendix C to this Circular.

“Final Order” means the final order of the Court approving the Arrangement, as such order may be amended at any time before the Effective Date or, if appealed, then, unless such appeal is abandoned or denied, as affirmed.

“Former APM Optionholder” means a holder of unexercised APM Options immediately before the Effective Time.

“Former APM Shareholder” means an APM Shareholder immediately before the Effective Time.

“Former APM Warrantholder” means a holder of unexercised APM Warrants immediately before the Effective Time.

“Governmental Entity” means any: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank or Tribunal; (ii) subdivision, agent, commission, board, or authority of any of the foregoing; or (iii) quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Holder” has the meaning ascribed thereto under “The Arrangement - Certain Canadian Federal Income Tax Considerations”.

“IAB” means the International Accounting Standards Board.

“ICG” means ICG Silver & Gold Ltd., a company incorporated under the laws of British Columbia.

“ICG Business” means the exploration and development of the Projects.

“ICG Shares” means the common shares in the capital of ICG.

“IFRIC” means the International Financial Reporting Interpretations Committee.

“IFRS” means International Financial Reporting Standards.

“In The Money Amount” means, at a particular time with respect to an APM Option or New APM Option, the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the APM Option or New APM Option, as applicable, at such time.

“Interim Order” means the interim order of the Court in respect of the Arrangement providing for, among other things, the calling and holding of the Meeting, as the same may be amended, supplemented or varied by the Court.

“Intermediary” means an intermediary with which a Non-Registered Holder may deal, including banks, trust companies, securities dealers or brokers and trustees or administrators of self-directed trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans and similar plans, and their nominees.

“Laws” means any and all laws (statutory, common or otherwise), statutes, regulations, statutory rules, regulatory instruments, principles of law, orders, injunctions, judgments, published policies and guidelines (to the extent that they have the force of law), and terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, statutory body or self-regulatory authority, and the term “applicable” with respect to such laws and in the context that refers to one or more Persons means that such laws apply to such Person or Persons or its or their business, undertaking, property or securities and

“LOI” was made in 1997. The term “LOI” was first used in the 1990s, and the term “Mortgage” was used in the 1990s. The term “Mortgage” was also used in the 1990s, and the term “Mortgage” was used in the 1990s.

“Meeting” was made in 1997. The term “Mortgage” was used in the 1990s. The term “Mortgage” was used in the 1990s.

“LOI” was made in 1997. The term “Mortgage” was used in the 1990s.

“Meeting” means the annual general and special meeting of the APM Shareholders (including any adjournment or postponement thereof) to be called and held in accordance with the Interim Order to consider, among other things, the Arrangement Resolution.

“Meeting Materials” means this Circular and:

(i) in the case of Registered APM Shareholders, the accompanying form of proxy for use by Registered APM Shareholders; or

(ii) in the case of Non-Registered Holders who are NOBOs, the accompanying VIF.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“misrepresentation” has the meaning given to it in the Securities Act.

“NEO” Means a “Named Executive Officer”, as further defined under “Executive Compensation”.

“New APM” means APM following completion of the Arrangement.

“New APM Business” means the exploration and development of New APM’s flagship Madison Copper-Gold project in Montana.

“New APM Options” means the stock options of New APM that will be granted to certain Former APM Optionholders under the Arrangement and will be exercisable for New APM Shares, pursuant to the APM Option Plan.

“New APM Shares” means the new class of common shares without par value which APM will create pursuant to the Plan of Arrangement and which, immediately after the Effective Date, will be identical in every relevant respect to the APM Shares.

“NI 43-101” means National Instrument 43-101 — Standards of Disclosure for Mineral Projects.

“NI 45-102” means National Instrument 45-102 - Resale of Securities.

“NI 52-110” means National Instrument 52-110 - Audit Committees.

“NI 54-101” means National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer.

“NI 58-101” means National Instrument 58-101 – Disclosure of Corporate Governance Practices.

“NOBO” means a non-objecting beneficial owner.

“Non-Registered Holder” means an APM Shareholder who is not a Registered APM Shareholder.

“Non-Resident Holder” has the meaning ascribed thereto under “The Arrangement -APM Shareholders Not Resident in Canada”.

“NP 58-201” means National Policy 58-201 – Corporate Governance Guidelines.

“NSR” means net smelter royalty.

“OBOs” means an objecting beneficial owner.

“Options” means incentive stock options granted under the APM Option Plan.

“Outside Date” means June 30, 2026.

“Person” means any individual, partnership, firm, trust, body corporate, government, governmental body, agency or instrumentality, unincorporated body of persons or association.

“Plan Holder” has the meaning ascribed thereto under “The Arrangement -APM Shareholders Not Resident in Canada - Eligibility for Investment”.

“Plan of Arrangement” means the plan of arrangement attached as Appendix B hereto.

“Projects” means the Tuscarora and Danny Boy projects.

“Quantum” means Quantum Advisory Partners LLP.

“Rambler Metals” means Rambler Metals and Mining Canada.

“Record Date” Means January 2, 2026, being the date for determining APM Shareholders entitled to receive notice of and vote at the Meeting.

“Registered APM Shareholder” means a registered holder of APM Shares.

“Registered Plans” has the meaning ascribed thereto under “The Arrangement -APM Shareholders Not Resident in Canada - Eligibility for Investment”.

“Regulations” has the meaning ascribed thereto under “The Arrangement - Certain Canadian Federal Income Tax Considerations”.

“Resident Holder” has the meaning ascribed thereto under “The Arrangement - Certain Canadian Federal Income Tax Considerations”.

“SEC” means the United States Securities and Exchange Commission.

“SEC Mineral Disclosure Rules” has the meaning ascribed thereto under “Notice to United States Securityholders”.

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided under Section 3(a)(10) thereof.

“Securities Act” means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“Securities Laws” means all applicable securities laws of Canada and the United States, including the Securities Act, the U.S. Securities Act and the U.S. Exchange Act, together with all other applicable provincial and state securities laws, rules and regulations and published policies thereunder, as now in effect and as they may be promulgated or amended from time to time.

“Share Exchange” has the meaning ascribed thereto under “The Arrangement - Certain Canadian Federal Income Tax Considerations”.

“Share Exchange Agreement” means the share exchange agreement between APM, ICG, APMUS and CGI dated December 7, 2025

“Subject Securities” has the meaning ascribed thereto under “The Arrangement -APM Shareholders Not Resident in Canada - Share Exchange”.

“Subsidiary” means any corporation which is a subsidiary, as such term is defined in Subsection 1(1) of the BCBCA.

“Supporting Shareholders” means each of the directors and officers of APM.

“Targets” means CGI and APMUS.

“Tax Act” means the Income Tax Act (Canada), as amended, and the regulations thereunder.

“Tax Proposals” has the meaning ascribed thereto under “The Arrangement - Certain Canadian Federal Income Tax Considerations”.

“Tribunal” means: (i) any court (including a court of equity); (ii) any federal, provincial, state, county, municipal or other government or governmental department, ministry, commission, board, bureau, agency or instrumentality; (iii) any securities commission, stock exchange or other regulatory or self-regulatory body; (iv) any arbitrator or arbitration tribunal; or (v) any other tribunal.

“TSX Trust” means TSX Trust Company, APM’s registrar and transfer agent.

“United States” or “U.S.” means, as the context requires, the United States of America and any territory or possession thereof, any state of the United States, and/or the District of Columbia.

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder from time to time.

“U.S. Person” means a “U.S. person”, as such term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act, and includes but is not limited to, any natural person resident in the United States.

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time.

“U.S. Securities Laws” means the U.S. Securities Act and the U.S. Exchange Act, together with the applicable securities legislation of any state of the United States.

“U.S. Treaty” has the meaning ascribed thereto under “The Arrangement -APM Shareholders Not Resident in Canada - Dividends on ICG Shares and New APM Shares”.

“VIF” means the voting instruction forms sent to Non-Registered Holders who are NOBOs as part of the Meeting Materials.

“Voting Agreements” means the voting and support agreements between ICG and the Supporting Shareholders, pursuant to which the Supporting Shareholders have agreed, among other things, to vote the APM Shares held by them in favour of the Arrangement Resolution.

SUMMARY

The following is a summary of information related to the Arrangement, APM and ICG. This summary is qualified in its entirety by the more detailed information appearing elsewhere in this Circular, including the Appendices which are incorporated into and form part of this Circular.

The Meeting and Record Date

The Meeting will be held at McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia, on February 25, 2026, at 10:00 a.m. (Vancouver time). Only APM Shareholders of record at the close of business on the Record Date will be entitled to receive notice of and vote at the Meeting.

Purpose of the Meeting

The Meeting is both an annual general and special meeting of APM Shareholders. At the Meeting, APM Shareholders will be asked to consider, and if deemed advisable, to pass, the Arrangement Resolution approving the Arrangement between APM and ICG. The full text of the Arrangement Resolution is set out in Appendix A to this Circular. In order to implement the Arrangement, the Arrangement Resolution must be approved, with or without amendment, by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share. See “The Arrangement — Approval of the Arrangement Resolution”.

In addition, at the Meeting: (i) the audited consolidated financial statements of APM for the years ended December 31, 2024 and 2023, together with the auditor’s report thereon, will be presented to APM Shareholders; (ii) APM Shareholders will be electing directors to hold office until APM’s next annual general meeting; (iii) APM Shareholders will be asked to appoint Davidson as auditor of APM for the ensuing year and to authorize the directors to fix the auditor’s remuneration; and (iv) APM Shareholders will be asked to consider and, if deemed advisable, pass an ordinary resolution re-approving the APM Option Plan (see “Annual Matters – Passing of Option Plan”).

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of arm’s length negotiations between representatives of APM and ICG and their respective financial and legal advisors. A summary of the material events, meetings, negotiations and discussions between representatives of APM and ICG that preceded the execution and public announcement of the Arrangement Agreement on December 7, 2025 is included in this Circular under the heading “The Arrangement — Background to the Arrangement”.

The Arrangement

Pursuant to the Plan of Arrangement, commencing at the Effective Time, except as otherwise noted therein, the following principal steps will occur and will be deemed to occur in the following order without any further act or formality:

(a) the Share Exchange Agreement and the transactions contemplated therein, including the transfer of all of the issued and outstanding shares of APMUS and CGI to ICG in consideration for 11,500,000 ICG Shares, will be effected;

(b) all Dissent Shares held by Dissenting Shareholders will be deemed to have been transferred to APM and each Dissenting Shareholder will cease to have any right as an APM Shareholder other than a right to be paid by APM the fair value for such Dissent Shares;

(c) APM will undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which will occur in the following order;

(i) the identifying name of the APM Shares will be changed from “Common Shares” to “Class A Common Shares” and to reflect such amendments APM’s articles will be deemed to be amended and APM’s notice of articles will be deemed to be amended accordingly;

(ii) a class consisting of an unlimited number of New APM Shares will be created and the identifying name of the New APM Shares will be “Common Shares”; and

(iii) each outstanding APM Share will be exchanged (without any further act or formality on the part of the APM Shareholder), free and clear of all encumbrances, for one New APM Share and that number of ICG Shares that is equal to the Exchange Ratio and the APM Shares will thereupon be cancelled, and (A) the holders of APM Shares will cease to be the holders thereof and cease to have any rights or privileges as holders of APM Shares; (B) the holders’ names will be removed from the securities register of APM; and (C) each APM Shareholder will be deemed to be the holder of the New APM Shares and the ICG Shares exchanged after the APM Shares, in each case, free and clear of all Encumbrances, and will be entered into the securities register of APM and ICG as the registered holder thereof;

(d) concurrently with the step described in (c) above, and notwithstanding the terms of the APM Option Plan (including any agreement made thereunder), each APM Option that has not been duly exercised prior to the Effective Time will be deemed to be surrendered and shall be cancelled (without any action on the part of the holder of the APM Option), and each agreement relating to each APM Option will be terminated and of no further force and effect, and in exchange, each Former APM Optionholder will be entitled to receive for each outstanding APM Option held by the Former APM Optionholder immediately before the Effective Time 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 Option 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;

(e) each outstanding APM Warrant will, in accordance with its terms, entitle the holder thereof 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;

(f) the authorized share capital of APM will be amended by (A) the elimination of the APM Shares and the special rights and restrictions attached to such shares, and (B) the creation of special rights and restrictions for the New APM Shares as set out in Appendix B to the Plan of Arrangement; and to reflect such amendments, the notice of articles will be deemed to be amended accordingly; and

(g) the capital of APM in respect of the New APM Shares will be an amount equal to the paid-up capital for the purposes of the Tax Act in respect of the APM Shares immediately prior to the Effective Time, less the fair market value of the ICG Shares distributed on such exchange as determined by the APM Board.

Following the steps contemplated above, APM is expected to retain 4,000,000 ICG Shares.

Background to the Arrangement

Management of APM believes that a greater value can be recognized for APM’s Shareholders by allowing the Projects to be explored by ICG while retaining exposure to ICG’s corporate growth and exploration and development success through APM’s equity ownership and milestone based consideration structure. This additionally allows APM to

concentrate additional resources on developing its flagship Madison Copper-Gold project in Montana. As a result, and as announced originally by news release on December 7, 2025, management has decided to proceed with the Arrangement in order to meet the objectives set out under the heading “Reasons for the Arrangement” below.

Reasons for the Arrangement

The APM Board has reviewed and considered a significant amount of information and considered a number of factors relating to the Arrangement with the benefit of advice from APM’s senior management and its financial, legal and technical advisors. The following is a summary of the principal reasons for the unanimous recommendation of the APM Board that APM Shareholders vote FOR the Arrangement Resolution:

Continued Participation by APM Shareholders in the Projects Through ICG. APM Shareholders, through their ownership of ICG Shares, will continue to participate in the value creation associated with the exploration, development and operation of the Projects. APM Shareholders are expected to hold approximately 19% of the issued and outstanding ICG Shares upon completion of the Arrangement.
Continued Participation by APM Shareholders in the New APM Business. APM Shareholders, through their ownership of all of the issued and outstanding New APM Shares, will continue to participate in the value associated with the development, operation, and growth of the New APM Business.
Fairness Opinion. Evans & Evans provided its opinion to the APM Board to the effect that, as of December 5, 2025 and based upon and subject to the scope of the review, analysis undertaken and various assumptions, limitations and qualifications set out in the Fairness Opinion, the ICG Shares to be received under the Arrangement is fair, from a financial point of view, to APM Shareholders.
Likelihood of the Arrangement Being Completed. The likelihood of the Arrangement being completed is considered to be high, in light of the experience, reputation and financial capability of ICG and the absence of significant closing conditions, other than the APM Shareholder Approval and the approval by the Court of the Arrangement, the exercise by no more than 5% of the APM Shareholders of their Dissent Rights, and other customary closing conditions.
Approval of APM Shareholders and the Court are Required. The Arrangement must be approved by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share. The Arrangement must also be sanctioned by the Court, which will consider the fairness of the Arrangement to APM Shareholders.
Dissent Rights. Registered APM Shareholders who oppose the Arrangement may, on strict compliance with certain conditions, exercise their Dissent Rights and receive the fair value of the Dissent Shares in accordance with the Arrangement.
Voting Support Agreements. All of the directors and officers of APM (who collectively hold approximately 1.2% of the outstanding APM Shares) have entered into the Voting Agreements pursuant to which they agreed to vote in favour of the Arrangement.

See “Cautionary Note Regarding Forward-Looking Statements And Risks” and “The Arrangement – Background to the Arrangement”.

Recommendation of the APM Board

After careful consideration of, among other things, the factors described under the heading “The Arrangement - Reasons for the Arrangement”, the APM Board (with conflicting directors abstaining) has unanimously determined that the Plan of Arrangement is fair to APM Shareholders and is in the best interests of APM. Accordingly, the APM Board unanimously recommends (with conflicting directors abstaining) that APM Shareholders vote FOR the Arrangement Resolution.

Fairness Opinion

Evans & Evans was engaged by the APM Board to provide a written opinion, dated December 5, 2025, to the APM Board as to the fairness of the Arrangement, from a financial point of view, to APM Shareholders. Evans & Evans rendered its opinion that, as of the date of the Fairness Opinion, based upon and subject to the various considerations set forth in the Fairness Opinion, the full text of which is attached as Appendix C to this Circular, including the scope of review, limitations and assumptions, the proposed Arrangement is fair, from a financial point of view, to the holders of APM Shares. APM Shareholders are urged to, and should, read the Fairness Opinion in its entirety. This summary is qualified in its entirety by reference to the full text of the Fairness Opinion. See “The Arrangement – Fairness Opinion”.

Evans & Evans has consented to the inclusion in this Circular of the Fairness Opinion in its entirety, together with the summary herein and other information relating to Evans & Evans and the Fairness Opinion. The Fairness Opinion addresses only the fairness, from a financial point of view, of the consideration to be received by the APM Shareholders pursuant to the Arrangement and does not, and should not, be construed as a valuation of APM or ICG (or any of their affiliates) or their respective assets, liabilities or securities or as a recommendation to any APM Shareholder as to how to vote with respect to the Arrangement or any other matter at the Meeting.

Voting Agreements

ICG entered into Voting Agreements with certain APM Shareholders prior to the Record Date. The Voting Agreements set forth, among other things, the agreement of such APM Shareholders to vote their APM Shares in favour of the Arrangement. As of the Record Date, 2,529,500 of the outstanding APM Shares were subject to the Voting Agreements, representing approximately 1.2% of the outstanding APM Shares.

ICG has confirmed to APM that neither ICG nor any of its affiliates held any APM Shares (or securities convertible into APM Shares) as at the Record Date.

See “The Arrangement – Voting Agreements”.

Treatment of Other Securities

As contemplated by the terms of the APM Option Plan shall cease to represent the right to acquire APM Shares and they shall be replaced with New APM Options. Each APM Warrant shall, in accordance with its terms, entitle the holder thereof to acquire one New APM Share and the number of ICG Shares equal to the Exchange Ratio upon exercise of each APM Warrant held.

See “The Arrangement – Treatment of Other Securities”.

New APM (APM After the Arrangement)

Upon completion of the Arrangement, APM will continue to trade on the CSE under the symbol “USGD” with its registered and records office located at McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia, V6E 4N7. The completion of the arrangement will allow APM to focus solely on the New APM Business.

ICG

ICG was incorporated on August 19, 2025 under the BCBA under the name “1553408 B.C. Ltd.”. On August 26, 2025, ICG changed its name to “ICG Resources Ltd.”. On November 24, 2025, ICG changed its name to “ICG Silver & Gold Ltd.”. ICG’s head office is located at 82 Richmond Street East, Toronto, ON M5C 1P1 and its registered and records office of ICG is located at McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7.

Upon completion of the Arrangement, ICG will be a reporting issuer in the Provinces of Saskatchewan, Alberta, Ontario, British Columbia, and Nova Scotia. ICG is currently in the process of applying to the CSE for the listing of the ICG Shares on the CSE following the completion of the Arrangement. Any listing is subject to ICG fulfilling all

of the requirements of the CSE; however, there can be no assurance as to if or when such listing will occur. ICG’s primary objective will be to focus on the ICG Business.

See Appendix F – “Information Concerning ICG After The Arrangement”.

Conditions to the Arrangement

Completion of the Arrangement is subject to a number of specified conditions being met or waived as of the Effective Time, including, but not limited to:

(a) each of the Interim Order and Final Order having been granted by the Court in form and substance satisfactory to APM;

(a) the APM Shareholders having passed the Arrangement Resolution in accordance with the Interim Order;

(b) the CSE having conditionally approved the transactions contemplated under the Arrangement Agreement, including the listing of the ICG Shares, subject to compliance with the listing requirements of the CSE;

(c) the New APM Shares, ICG Shares and New APM Options, distributed and exchanged, as applicable, pursuant to the Arrangement will be exempt from registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;

(d) ICG shall have issued 11,500,000 ICG Shares to APM;

(e) APM shall have completed the Distribution to the APM Shareholders in accordance with the Arrangement Agreement;

(f) all other material consents, orders and approvals, including any regulatory or judicial approvals or orders, that APM or ICG considers necessary or desirable to effect the Arrangement having been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances on terms and conditions that are acceptable to APM or ICG, as applicable;

(g) no order or decree restraining or enjoining the consummation of the Arrangement or any of the other transactions contemplated by the Arrangement Agreement being in force immediately before the Effective Time;

(h) no more than 5% of the securities eligible to vote at the Meeting shall be subject to Dissent Rights that have been exercised and not withdrawn; and

(i) the Arrangement Agreement will not have been terminated in accordance with its terms.

See “The Arrangement – The Arrangement Agreement – Conditions to the Arrangement Becoming Effective”.

Amendment and Termination of the Arrangement Agreement and Plan of Arrangement

The Arrangement Agreement may not be varied in its terms or amended by oral agreement or otherwise other than by an instrument in writing dated subsequent to the date thereof, executed by a duly authorized representative of each of ICG and APM.

The Arrangement Agreement may, at any time before or after the holding of the Meeting, and before or after the granting of the Final Order, be terminated and the Plan of Arrangement withdrawn by direction of the APM Board without further action on the part of the APM Shareholders, with the APM Board retaining the absolute discretion to elect to terminate the Arrangement Agreement and discontinue efforts to effect the Plan of Arrangement for whatever reason it may consider appropriate.

APM may amend, modify and supplement the Plan of Arrangement at any time, provided that any amendment or supplement must be contained in a written document which is filed with the Court and, if made following the Meeting, approved by the Court and communicated to APM Shareholders in the manner required by the Court, if so required.

See “The Arrangement – The Arrangement Agreement – Amendment and Termination”.

Procedure for Exchange of APM Shares and ICG Shares

The exchange of APM Shares for New APM Shares and ICG Shares will be effected automatically on closing. APM Shareholders of record as of the Effective Date will receive their entitlements without the need to submit a letter of transmittal or take any further action.

See “The Arrangement – Procedure for Exchange of APM Shares”.

Procedure for Exchange of APM Options

Following the Effective Time, each APM Option will be deemed to represent an option to purchase New APM on the same terms and conditions, and having the same rights and attributes, as were applicable to such APM Option immediately prior to the Effective Time. Each existing agreement evidencing an APM Option will be deemed, without any action on the part of the holder thereof, to evidence the corresponding New APM Option, and no delivery of new option agreements or exchange of certificates shall be required. All agreements evidencing APM Options in effect immediately prior to the Effective Time shall continue in full force and effect following the Effective Time, as so amended and deemed.

See “The Arrangement – Procedure for Exchange of APM Shares”.

Right to New APM Shares and ICG Shares

Only APM Shareholders immediately before the Effective Time will be entitled to receive New APM Shares and ICG Shares at the Effective Time. Any holder of APM Options who has not exercised his or her APM Options before the Effective Time will not be entitled to receive New APM Shares and ICG Shares pursuant to the Arrangement. However, any holder of APM Options who have not exercised his or her APM Options will be entitled to receive New APM Options, which entitle the holder thereof to acquire New APM Shares upon the exercise of such New APM Options on the same terms and conditions as their original APM Options, except that the exercise price will be reduced by deemed value of the ICG Shares equal to the Exchange Ratio. Any holder of an APM Warrant who has not exercised his or her APM Warrant before the Effective Time will, in accordance with the terms of their APM Warrant, be entitled to acquire one New APM Share the number of ICG Shares equal to the Exchange Ratio upon exercise of each APM Warrant held. See “The Arrangement– Treatment of Other Securities”.

Dissent Rights

The Interim Order provides that each APM Shareholder who dissents from the Arrangement Resolution in accordance with sections 242 to 247 of the BCBCA as modified by the Interim Order, will be entitled, if the Arrangement becomes effective, to be paid to have his or her APM Shares cancelled in exchange for a cash payment from APM equal to the fair value of his or her APM Shares as of the day of the Meeting in accordance with the provisions of the Interim Order.

In order to validly dissent, an APM Shareholder must not vote any APM Shares in respect of which Dissent Rights have been exercised in favour of the Arrangement Resolution, must provide APM with written objection to the Arrangement by 10:00 a.m. (Vancouver time) on February 23, 2026, or two Business Days before any adjournment or postponement of the Meeting, and must otherwise comply with the Dissent Procedures provided in the Interim Order. A Non-Registered Holder who wishes to exercise Dissent Rights must arrange for the Registered APM Shareholder(s) holding its APM Shares to deliver the Dissent Notice.

If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in the Interim Order, it will lose its Dissent Rights. The Dissent Rights under the BCBCA are set out in their entirety in Appendix D to this Circular.

See "The Arrangement — Dissent Rights".

Summary of Certain Canadian Federal Income Tax Considerations

A summary of certain of the principal Canadian federal income tax considerations generally applicable to Holders (as defined herein) in respect of the Arrangement are described under the heading "Certain Canadian Federal Income Tax Considerations" in this Circular.

No Opinion, Advice or Representation as to U.S. Federal Income Tax Consequences

No opinion, advice or representation is being provided herein with respect to the U.S. federal income tax consequences of the Arrangement to APM Shareholders, APM Optionholders or APM Warrantholders. This Circular has not been prepared to address the tax consequences under any U.S. Federal, State, local or non-U.S. tax laws, and APM Shareholders, APM Optionholders and APM Warrantholders who are residents in, or subject to tax in, the United States are urged to consult their own tax advisors regarding the U.S. tax consequences applicable to their particular circumstances.

Court Approval

The Arrangement requires Court approval under the BCBCA. Before the mailing of this Circular, APM obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. Following receipt of APM Shareholder Approval, APM intends to make application to the Court for the Final Order at 10:00 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, on February 27, 2026, at the Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. McMillan LLP, counsel to APM, has advised that, in deciding whether to grant the Final Order, the Court will consider, among other things, the fairness of the Arrangement to APM Shareholders.

Any APM Shareholder who wishes to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition no later than 5:00 p.m. (Vancouver time) on February 25, 2026, along with any other documents required in the form prescribed by the Supreme Court Civil Rules with the Court, and deliver a copy of the filed response together with a copy of all materials on which such APM Shareholder or interested party intends to rely at the hearing of the petition, including an outline of such person's proposed submission, to APM c/o McMillan LLP, PO Box 11117, Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7, Attn: Arman Farahani. Such Persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned then, subject to further order of the Court, only those persons having previously filed and served a notice of appearance will be given notice of the adjournment.

The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit.

The Court will be informed, before the hearing, that the Final Order will form the basis for an exemption from registration of the New APM Shares and the ICG Shares to be issued, distributed and exchanged, as applicable, and the New APM Options issued, distributed and exchanged, as applicable, in connection with the Arrangement under the Section 3(a)(10) Exemption. See "The Arrangement — Court Approval of the Arrangement".

Regulatory Law Matters and Securities Law Matters

APM is a reporting issuer in British Columbia, Saskatchewan, Alberta, Ontario and Nova Scotia. The APM Shares currently trade on the CSE. The existing APM Shares are expected to be ne delisted from the CSE effective as of the close of trading on the Closing Date. The new APM Shares, which will be identical in every relevant respect to the APM Shares and which are being distributed pursuant to the Arrangement, are expected to commence trading on the CSE at the opening of trading on the trading day immediately following the Closing Date.

Canadian Securities Laws Matters

The distribution of the New APM Shares, ICG Shares and New APM Options pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian Securities Laws

and is exempt from or otherwise is not subject to the registration requirements under applicable Canadian Securities Laws. The New APM Shares and ICG Shares received pursuant to the Arrangement will not bear any legend under Canadian Securities Laws and may be resold through registered dealers in each of the provinces of Canada provided that: (a) ICG and New APM are and have been a reporting issuer in a jurisdiction in Canada for the four months immediately preceding the trade; (b) the trade is not a “control distribution” as defined in NI 45-102; (c) no unusual effort is made to prepare the market or to create a demand for the New APM Shares and ICG Shares; (d) no extraordinary commission or consideration is paid to a Person in respect of such sale; and (e) if the selling securityholder is an insider or officer of New APM or ICG, the selling securityholder has no reasonable grounds to believe that New APM or ICG is in default of applicable Securities Laws. For the purposes of (a) above, ICG satisfies the four month requirement by virtue of the fact that it is a party to the Arrangement Agreement with APM, which will have been a reporting issuer in a jurisdiction in Canada for at least four months prior to the date of distribution.

Each APM Shareholder is urged to consult his, her or its professional advisors to determine the Canadian conditions and restrictions applicable to trades in New APM Shares and ICG Shares.

See “The Arrangement – CSE Requirements, Regulatory Law and Securities Law Matters”.

United States Securities Laws Matters

None of the New APM Shares, ICG Shares and New APM Options issued, distributed and exchanged, as applicable, pursuant to the Arrangement, have been or will be registered under the U.S. Securities Act or the Securities Laws of any state of the United States, and will each be issued, distributed and exchanged, as applicable, in reliance upon the exemption from registration provided by the Section 3(a)(10) Exemption and exemptions provided under the Securities Laws of each state of the United States in which APM Shareholders reside.

The restrictions on resale of shares imposed by the U.S. Securities Act will depend on whether a holder of the New APM Shares or the ICG Shares, as applicable, issued or distributed pursuant to the Arrangement is an “affiliate” of New APM or ICG, as applicable, after the Arrangement or within 90 days prior to the Effective Date. As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly, through one or more Intermediaries, controls, or is controlled by, or is under common control with, such issuer.

The ICG Shares will not be a registered class of securities under the U.S. Exchange Act and will not be listed for trading on a stock exchange in the United States.

See “The Arrangement – CSE Requirements, Regulatory Law and Securities Law Matters – United States Securities Laws Matters”.

Risk Factors

APM Shareholders should carefully consider the risk factors relating to the Arrangement. Some of these risks include, but are not limited to: the Arrangement Agreement may be terminated in certain circumstances; there can be no certainty that all conditions precedent to the Arrangement will be satisfied; another transaction on terms as favourable as the Arrangement may not be available to APM; APM and ICG may be the target of legal claims; there are possible tax consequences of the Arrangement; APM Shareholders will receive a fixed number of ICG Shares; APM will incur costs even if the Arrangement is not completed; APM directors and executive officers may have different interests in the Arrangement than APM Shareholders; the market price of APM Shares may decline if the Arrangement is not completed; and New APM and ICG will incur their own expenses going forward. For more information see “The Arrangement - Risks Associated with the Arrangement”.

Additional risks and uncertainties, including those currently unknown or considered immaterial by APM may also adversely affect the APM Shares, the New APM Shares, the ICG Shares, the New APM Options, the APM Warrants, the ICG Business or the New APM Business following the Arrangement. In addition to the risk factors relating to the Arrangement set out in this Circular, APM Shareholders should also carefully consider the risk factors associated with the businesses of APM after the Arrangement and ICG included in this Circular, including the documents incorporated by reference therein. See “The Arrangement - Risks Associated with the Arrangement” in this Circular and “Appendix F – Information Concerning ICG After The Arrangement - Risk Factors”.

General Proxy Information

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the management of APM for use at the Meeting, to be held on February 25, 2026, at the time and place and for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors, officers and regular employees of APM at nominal cost. All costs of solicitation by management will be borne by APM.

How a Vote is Passed

At the Meeting, APM Shareholders will be asked, among other things, to consider and to vote to approve the Arrangement Resolution. To be effective, the Arrangement Resolution must be approved by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share.

All of the other matters that will come to a vote at the Meeting, as described in this Circular, are ordinary resolutions and can be passed by a simple majority of APM Shareholders – that is, if more than half of the votes of APM Shareholders that are cast are in favour, the resolution is approved.

The quorum for the Meeting is at least one person who is, or who represent by proxy, APM Shareholders who, in the aggregate, hold at least 5% of the issued APM Shares as of the Record Date.

Who can vote?

If you are a Registered APM Shareholder as at the Record Date, being January 2, 2026, you are entitled to attend at the Meeting and cast a vote for the Arrangement Resolution. Additionally, if you are a Registered APM Shareholder, you are entitled to attend the Meeting and cast a vote for each APM Share registered in your name on all other resolutions put before the Meeting. If the APM Shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf, but documentation indicating such officer’s authority should be presented at the Meeting. If you are a Registered APM Shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions. If your APM Shares are registered in the name of a “nominee” (usually a bank, trust company, securities dealer or other financial institution) you should refer to the section entitled “Non-Registered Holders” set out below.

It is important that your APM Shares are represented at the Meeting regardless of the number of APM Shares you hold. If you will not be attending the Meeting in person, we encourage you to complete, date, sign and return your form of proxy as soon as possible so that your APM Shares will be represented.

What is a Proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you. We have enclosed a form of proxy with this Circular. You should use it to appoint a proxyholder, although you can also use any other legal form of proxy.

Appointing a Proxyholder

The persons named in the enclosed form of proxy are Warwick Smith and Joness Lang, the Chief Executive Officer and President, respectively, of APM. AN APM SHAREHOLDER WHO WISHES TO APPOINT SOME OTHER PERSON TO REPRESENT SUCH APM SHAREHOLDER AT THE MEETING MAY DO SO BY CROSSING OUT THE NAMES ON THE FORM OF PROXY AND INSERTING THE NAME OF THE PERSON PROPOSED IN THE BLANK SPACE PROVIDED IN THE ENCLOSED FORM OF PROXY. SUCH OTHER PERSON NEED NOT BE AN APM SHAREHOLDER. TO VOTE YOUR APM SHARES, YOUR PROXYHOLDER MUST ATTEND THE MEETING. If you do not fill a name in the blank space in the

enclosed form of proxy, the persons named in the form of proxy (Warwick Smith and Joness Lang, the Chief Executive Officer and President, respectively) are appointed to act as your proxyholder.

Regardless of who you appoint as your proxyholder, you can either instruct that person or company how you want to vote or you can let him or her decide for you. You can do this by completing a form of proxy. In order to be valid, you must return the completed form of proxy forty-eight (48) hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment or postponement thereof to our transfer agent, TSX Trust, by mail at its office at 733 Seymour Street, Suite 2310, Vancouver, BC V6B 0S6. Proxies may also be voted online at www.voteproxyonline.com by inserting the 12-digit control number listed on your proxy.

Instructing your Proxy and Exercise of Discretion by your Proxy

You may indicate on your form of proxy how you wish your proxyholder to vote your APM Shares. To do this, simply mark the appropriate boxes on the form of proxy. If you do this, your proxyholder must vote your APM Shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your securities as he or she thinks fit. If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote FOR the Arrangement Resolution and FOR all other matters put forth at the Meeting.

Further details about these matters are set out in this Circular. The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified on the Notice of Meeting. At the time of printing this Circular, the management of APM is not aware of any other matter to be presented for action at the Meeting. If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

Revocability of Proxy

A Registered APM Shareholder who has given a proxy may revoke it by an instrument in writing executed by such Registered APM Shareholder by his or her attorney authorized in writing or, where the APM Shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered TSX Trust, by mail at its office at 733 Seymour Street, Suite 2310, Vancouver, BC V6B 0S6, or online at www.voteproxyonline.com, at any time up to and including by 10:00 a.m. (Vancouver time) on the last Business Day preceding the day of the Meeting, or any adjournment or postponement thereof, or to the Chair of the Meeting on the day of the Meeting, or any adjournment or postponement thereof, or in any other manner provided by Law. A revocation of a proxy does not affect any matter on which a vote has been taken before the revocation.

Voting by APM Shareholders

Only Registered APM Shareholders or duly appointed proxyholders are permitted to vote in person at the Meeting. A holder of APM Shares may own such shares in one or both of the following ways:

If an APM Shareholder is in possession of a physical share certificate or DRS Advice Statement, such APM Shareholder is a Registered APM Shareholder and his, her or its name and address are maintained by APM through TSX Trust.
If an APM Shareholder owns APM Shares through a bank, broker, nominee, or other Intermediary such APM Shareholder is a "Non-Registered Holder" or "beneficial" APM Shareholder and he, she or it will not have a physical share certificate or DRS Advice Statement. Such APM Shareholder will have an account statement from his or her Intermediary as evidence of share ownership.

If you are not sure whether you are a Registered APM Shareholder, please contact TSX Trust toll free at 1-866-600-5869, or by email at [email protected]

A Registered APM Shareholder may vote a proxy in his, her, or its own name at any time by facsimile, internet or by mail in accordance with the instructions appearing on the enclosed form of proxy and/or may attend the Meeting and vote in person. Because a Registered APM Shareholder is known to APM and TSX Trust, his, her, or its account can be confirmed and his, her, or its vote recorded or changed if such Registered APM Shareholder has previously voted.

Non-Registered Holders

Most APM Shareholders are Non-Registered Holders or “beneficial” APM Shareholders. Their APM Shares are registered in the name of an Intermediary, such as a securities broker, financial institution, trustee, custodian or other nominee who holds the shares on their behalf, or in the name of a clearing agency, such as CDS or the Depository Trust & Clearing Corporation (DTC), in which the Intermediary is a participant. Intermediaries have obligations to forward meeting materials to Non-Registered Holders, unless otherwise instructed by the holder (and as required by regulation in some cases, despite instructions).

These Meeting Materials are being sent to both registered and non-registered owners of the securities of APM. If you are a non-registered owner, and APM or its agent has sent these materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. By choosing to send these materials to you directly, APM (and not the intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

In accordance with the requirements of the Canadian Securities Administrators and NI 54-101, APM is sending Meeting Materials directly to NOBOs – that is, Non-Registered Holders who have provided instructions to an Intermediary that such Non-Registered Holder does not object to the Intermediary disclosing ownership information about the beneficial owner. The Meeting Materials will include a scannable VIF. These VIFs are to be completed and returned to TSX Trust by mail, email or by facsimile. In addition, TSX Trust provides Internet voting as described on the VIF itself which contain complete instructions. TSX Trust will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the APM Shares represented by the VIFs they receive.

Management of APM does not intend to pay for intermediaries to forward to OBOs under National Instrument 54-101 the proxy-related materials and Form 54-101F7 Request for Voting Instructions Made by Intermediary, and, in the case of an OBO, the OBO will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.

Intermediaries are required to seek voting instructions from Non-Registered Holders in advance of shareholder meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

You should carefully follow the instructions of your broker or intermediary in order to ensure that your APM Shares are voted at the Meeting.

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered APM Shareholders by APM. However, its purpose is limited to instructing the intermediary on how to vote your APM Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in Canada and in the United States. Broadridge mails a VIF in lieu of a proxy provided by APM. The VIF will name the same persons as APM’s proxy to represent your APM Shares at the Meeting. You have the right to appoint a person (who need not be a beneficial APM Shareholder), other than any of the persons designated in the VIF to represent your APM Shares at the Meeting and that person may be you. To exercise this right, insert the name of the desired representative (which may be you), in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting voting of APM Shares to be represented at the Meeting. If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to have the APM Shares voted at the Meeting, or to have an alternate representative duly appointed to attend the Meeting and vote your APM Shares.

Voting Securities and Principal Holders of Voting Securities

APM is authorized to issue an unlimited number of APM Shares, of which 219,088,051 APM Shares were issued and outstanding as of the Record Date. Each APM Share will entitle the holder thereof to one vote on the Arrangement Resolution and other resolutions being voted on at the Meeting.

APM Shareholders of record on the Record Date who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their APM Shares voted at the Meeting.

To the knowledge of the directors and executive officers of APM, as of the date of this Circular and other than as set out below, no person or company beneficially owns directly or indirectly, controls, or directs APM Shares carrying 10% or more of the voting rights attached to any class of outstanding APM Shares:

Name	Number of Common Shares Beneficially Owned	Percentage of Issued Share Capital(1)
Michael Gentile	22,552,932	10.29%

(1) Based on the issued and outstanding common shares of 219,088,051 as at the Record Date.

THE ARRANGEMENT

At the Meeting, APM Shareholders will be asked to consider and, if thought advisable, to pass, the Arrangement Resolution to approve the Arrangement under the BCBCA. The Arrangement, the Plan of Arrangement and the terms of the Arrangement Agreement are summarized below. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement, which has been filed by APM under its profile on SEDAR+ at www.sedarplus.ca, and the Plan of Arrangement, which is attached to this Circular as Appendix B.

In order to implement the Arrangement, the Arrangement Resolution must be approved by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share. A copy of the Arrangement Resolution is set out in Appendix A of this Circular.

Unless otherwise directed, it is management's intention to vote FOR the Arrangement Resolution. If you do not specify how you want your APM Shares voted, the persons named as proxyholders will cast the votes represented by your proxy at the Meeting FOR the Arrangement Resolution.

If the Arrangement is approved at the Meeting and the Final Order approving the Arrangement is issued by the Court and the applicable conditions to the completion of the Arrangement are satisfied or waived, the Arrangement will take effect at the Effective Time (as determined by APM) on the Effective Date.

Principal Steps of the Arrangement

(a) the Share Exchange Agreement will be effected, pursuant to which all of the issued and outstanding shares of CGI and all of the issued and outstanding shares of APMUS will be transferred to ICG, in exchange for an aggregate of 11,500,000 ICG Shares;

(b) all Dissent Shares held by Dissenting Shareholders will be deemed to have been transferred to APM (free and clear of all Encumbrances) in consideration of a debt claim against APM, and (i) each such Dissenting Shareholder shall cease to be the holder of such APM Shares and shall cease to have any

rights as a holder of such APM Shares, other than the right to be paid the amount determined in the Plan of Arrangement for such APM Shares; (ii) each such Dissenting Shareholder’s name shall be removed as the holder of such APM Shares from the register of APM Shares maintained by or on behalf of APM; and (iii) such APM Shares shall be cancelled in the register of APM Shares maintained by or on behalf of APM.

(c) APM will undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which will occur in the following order;

(ii) a class consisting of an unlimited number of New APM Shares will be created and the identifying name of the New APM Shares will be “Common Shares”; and

(d) concurrently with the step described in (c) above, and notwithstanding the terms of the APM Option Plan (including any agreement made thereunder), each APM Option that has not been duly exercised prior to the Effective Time will be deemed to be surrendered and shall be cancelled (without any action on the part of the holder of the APM Option), and each agreement relating to each APM Option will be terminated and of no further force and effect, and in exchange, each Former APM Optionholder will be entitled to receive for each outstanding APM Option held by the Former APM Optionholder immediately before the Effective Time 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;

(g) the capital of APM in respect of the New APM Shares will be an amount equal to the paid-up capital for the purposes of the Tax Act in respect of the APM Shares immediately prior to the Effective

Time, less the fair market value of the ICG Shares distributed on such exchange as determined by the APM Board.

Background to the Arrangement

The provisions of the Arrangement Agreement are the result of arm’s length negotiations between representatives of APM and ICG and their respective financial and legal advisors. The Arrangement is primarily being conducted in order for APM to unlock value for APM Shareholders by exchanging past-producing silver and gold assets in Nevada that are not currently a core focus for APM, for a significant equity interest in a focused exploration company dedicated to advancing the district. The following is a summary of the material events which led to the negotiations of the Arrangement Agreement and the meetings, negotiations, discussions and actions between APM and ICG that preceded the execution and public announcement of the Arrangement Agreement, the Share Exchange Agreement and the Plan of Arrangement. This summary does not purport to be exhaustive.

As part of its continuing mandate to strengthen APM’s business and enhance value, the APM Board and APM’s senior management have, from time to time, considered and assessed possible strategic and other opportunities to better realize the potential of APM’s asset portfolio. In that regard, the APM Board has consistently evaluated a broad range of alternative value-enhancing proposals, including consideration of potential divestitures of certain assets or subsidiaries to maximize shareholder value. As part of this ongoing strategic review process, the APM Board determined that the divestiture of the Projects could represent an attractive opportunity to unlock value for APM Shareholders while allowing APM to focus on its core business operations.

In the spring of 2024, as part of its ongoing strategic review process, APM engaged in discussions with an arm’s length third party regarding the potential sale of the Tuscarora project. The parties conducted preliminary due diligence and negotiated the principal terms of a potential transaction, including the valuation of the Tuscarora project and the structure of the consideration to be received by APM. The discussions progressed to the point where APM’s legal counsel prepared and circulated a draft definitive agreement to the third party for review and comment. The parties engaged in negotiations regarding the terms of the proposed transaction throughout the spring and summer of 2024. The proposed terms were substantially similar to those ultimately agreed to with ICG under the Arrangement. However, on August 8, 2024, the third party elected to terminate discussions in order to pursue alternative strategic opportunities and the proposed transaction did not proceed.

Following the termination of discussions with the third party, the APM Board continued to evaluate alternative strategic opportunities for the Projects. APM’s management contacted numerous other potential purchasers and strategic partners and engaged in preliminary discussions regarding potential transactions over the following twelve months. However, none of these discussions progressed to a definitive transaction.

In this context, on August 25, 2025, ICG’s management contacted APM’s management to discuss a potential transaction pursuant to which ICG would acquire, directly or indirectly, certain mineral assets of APM. Upon learning of ICG’s interest in a potential transaction, Warwick Smith (Chief Executive Officer and Director of APM), Joness Lang (President and Director of APM), and Ali Hakimzadeh (Director of APM) each disclosed to the APM Board that they had made a pre-existing commitment to acquire an interest in ICG, which was subsequently consummated in early October 2025 through the acquisition by each of 1,000,000 ICG Shares at a price of $0.03 per ICG Share. As a result, the APM Board determined that Messrs. Smith, Lang, and Hakimzadeh had a potential conflict of interest with respect to a proposed transaction between APM and ICG. The APM Board carefully considered the appropriate governance framework to address these conflicts of interest. Following deliberation and consultation with legal counsel, the APM Board adopted procedural safeguards to ensure that the APM Board’s deliberations and decision-making process were conducted free from the interference or influence of any directors with a conflict of interest. To implement this approach, the APM Board established protocols whereby (i) Messrs. Smith, Lang, and Hakimzadeh would abstain from all deliberations and voting on matters related to the proposed transaction with ICG; (ii) APM’s management provided regular updates regarding the status of negotiations and key transaction terms exclusively to those members of the APM Board who did not have a conflict of interest with respect to the Arrangement (the “Conflict-Free Directors”), who would be responsible for evaluating, negotiating, and approving the terms of the proposed transaction; and (iii) the Conflict-Free Directors conducted their review and deliberations independently, with the benefit of advice from APM’s external advisors.

In the preliminary discussion with ICG, ICG’s management expressed an interest in acquiring the Projects and outlined its strategic vision for advancing the assets. Having regard to ICG management’s experience and expertise in the mining sector and capital markets execution, particularly in project development, operations and finance, the Conflict-Free Directors determined that it was in the best interests of APM and APM Shareholders to pursue preliminary discussions with ICG regarding a potential transaction.

Throughout the period from late August to early September 2025, APM’s senior management kept the Conflict-Free Directors fully informed regarding the progress of preliminary discussions with ICG. During this period, APM and ICG, with the support of their respective advisors, exchanged preliminary information and conducted various discussions regarding the proposed transaction structure, including the consideration to be paid by ICG for the acquisition of CGI and APMUS. Under the oversight of the Conflict-Free Directors, APM’s legal counsel prepared a draft non-binding letter of intent (the “LOI”) setting out the proposed terms of the transaction, which was reviewed and revised by the Conflict-Free Directors prior to delivery to ICG.

On September 5, 2025, APM delivered to ICG the LOI setting out the proposed terms pursuant to which APM and ICG would endeavor to enter into a legally binding transaction agreement providing for the acquisition by ICG from APM of the Projects (through the acquisition of CGI and APMUS) in exchange for ICG Shares and certain contingent payments, and the completion of a plan of arrangement by APM to distribute a portion of the ICG Shares to APM Shareholders. Under the LOI, each party agreed to negotiate in good faith and exclusively with the other party to work toward a mutually agreeable definitive agreement with an objective of signing the definitive agreement by November 1, 2025 and completing the transaction within 120 days after execution.

On September 16, 2025, the Conflict-Free Directors met to receive an update on the status of discussions with ICG following the delivery of the LOI. The Conflict-Free Directors discussed the proposed transaction and authorized management to continue negotiations with ICG and to report back to the APM Board on the progress of discussions. The Conflict-Free Directors also determined that it would be appropriate to engage a financial advisor to provide an independent fairness opinion in connection with the proposed transaction and authorized management to explore options for a suitable fairness advisor for consideration by the Conflict-Free Directors.

On October 3, 2025, ICG delivered comments on the draft LOI to APM. APM’s management and legal advisors reviewed ICG’s comments under the oversight of the Conflict-Free Directors, who provided direction with respect to APM’s response and the key terms to be negotiated. Throughout early October 2025, APM and ICG continued to negotiate the terms of the LOI, with the Conflict-Free Directors remaining actively involved in the process and receiving regular updates from management regarding ICG’s comments and the parties’ discussions on principal commercial terms.

On October 10, 2025, APM and ICG entered into a mutual non-disclosure agreement to facilitate the exchange of confidential information in connection with the proposed transaction and to enable the conduct of due diligence.

On October 14, 2025, following negotiations conducted under the oversight of the Conflict-Free Directors, APM and ICG executed the LOI. Following execution of the LOI, the parties commenced due diligence and continued negotiations toward the execution of definitive agreements. Throughout this process, the Conflict-Free Directors maintained active oversight of the transaction, monitored the progress of the due diligence and negotiations, and provided ongoing guidance to management and APM’s advisors with respect to material terms and conditions.

Following the execution of the LOI, management presented to the Conflict-Free Directors its analysis of potential financial advisors to provide an independent fairness opinion in connection with the proposed transaction. After reviewing management’s analysis and considering a number of potential advisors, the Conflict-Free Directors selected Evans & Evans to act as financial advisor to APM. In selecting Evans & Evans, the Conflict-Free Directors considered various factors, including Evans & Evans’ qualifications, experience and reputation in providing financial advisory services and fairness opinions in connection with transactions similar to the Arrangement, its knowledge of APM’s business and the mining industry, and the reasonableness of its proposed fees. Evans & Evans confirmed to the Conflict-Free Directors that it was independent of APM and ICG and did not have any material relationship with or interest in APM, ICG or any of their respective affiliates that would affect its ability to provide an independent fairness opinion. The Conflict-Free Directors also considered that Evans & Evans would deliver a comprehensive long-form

written opinion containing a fulsome financial analysis to support its fairness conclusion. Evans & Evans was engaged on October 23, 2025 on a fixed fee basis pursuant to an engagement letter with APM.

Throughout October and November 2025, the Parties, with the support of their respective advisors, continued to negotiate the terms of the proposed transaction. Under the oversight of the Conflict-Free Directors, APM's legal counsel prepared and circulated drafts of the Arrangement Agreement, the Share Exchange Agreement, and the Voting Agreements, which were exchanged with ICG's legal counsel and revised based on comments received from both parties. The Conflict-Free Directors remained actively involved in overseeing the negotiation process and provided direction to APM's management and advisors on key transaction terms.

On November 19, 2025, the Conflict-Free Directors met to receive a further update on the status of negotiations with ICG. APM's management provided the Conflict-Free Directors with an overview of the proposed transaction terms, including the structure of the consideration to be received by APM, which would consist of ICG Shares and a contingent payment. The Conflict-Free Directors discussed the proposed terms and conditions and the potential benefits and risks to APM and the APM Shareholders. The Conflict-Free Directors also consulted with APM's legal advisors regarding the governance protocols in place to manage the conflicts of interest and to ensure that the transaction was being negotiated on terms that were fair to APM Shareholders. The Conflict-Free Directors received an update on the status of Evans & Evans' work in connection with the fairness opinion and discussed the anticipated timeline for receipt of the opinion. The Conflict-Free Directors authorized management to continue negotiations with ICG and to work toward finalizing the definitive agreements.

Throughout November and early December 2025, the Parties, with the support of their respective advisors, continued to exchange drafts of the Arrangement Agreement, the Share Exchange Agreement, and the Voting Agreements and conducted various discussions, assessments, reviews and negotiations regarding the terms and conditions of the proposed transaction. Evans & Evans continued its work in connection with the fairness opinion and coordinated with the Conflict-Free Directors regarding timing for delivery of the opinion.

On December 5, 2025, the APM Board held a meeting with members of APM's senior management and APM's legal and financial advisors to evaluate and discuss the final form of the Arrangement Agreement and ancillary documents. Evans & Evans presented its fairness analysis to the Conflict-Free Directors and rendered its oral opinion (which was subsequently formalized in the written Fairness Opinion addressed to the APM Board dated the same date) as to the fairness, from a financial point of view, to APM Shareholders of the consideration to be received by APM in the Arrangement pursuant to the Arrangement Agreement. After reviewing the substantially final form of the Arrangement Agreement, the Share Exchange Agreement, and the Voting Agreements, the Conflict-Free Directors discussed various key provisions of the definitive agreements with APM's legal counsel and answered questions regarding the proposed transaction.

Upon evaluation of the merits of the proposed Arrangement, including consideration of the Fairness Opinion and any alternatives to the proposed Arrangement, the APM Board (with conflicted directors abstaining) unanimously approved the execution of the definitive agreements, including the Arrangement Agreement, the Share Exchange Agreement, and the Voting Agreements. Following extensive review and discussion of the proposed transaction by the Conflict-Free Directors, including the reasons and risks noted under the heading "The Arrangement – Reasons for the Arrangement", and after consulting with APM's legal and financial advisors and, in particular, taking into account the Fairness Opinion, the APM Board (with conflicted directors abstaining) unanimously determined, among other things: (i) that the Arrangement is in the best interests of APM; (ii) that the Arrangement, the Arrangement Agreement and the Share Exchange Agreement are fair, from a financial point of view, to the APM Shareholders; and (iii) to recommend that APM Shareholders vote in favor of the Arrangement Resolution.

Following the APM Board meeting, legal counsel to APM and ICG continued to work to prepare the final draft of the Arrangement Agreement, the Share Exchange Agreement, the Plan of Arrangement and ancillary documents. The definitive agreements were executed on December 7, 2025.

Concurrently with the execution of the Arrangement Agreement and the Share Exchange Agreement, each of the directors and officers of APM, holding an aggregate of approximately $1.2\%$ of all issued and outstanding APM Shares as of such date, entered into the Voting Agreements pursuant to which they agreed, among other things, to vote all of

the APM Shares beneficially owned or over which control or direction is exercised by them in favor of the Arrangement, subject to, and in accordance with the Voting Agreements.

A news release regarding the Arrangement and the entering into of the definitive agreements was issued by APM prior to the open of market on December 8, 2025.

On January 21, 2026, APM and ICG entered into an amending agreement to the Arrangement Agreement. The amendment was non-material in nature and was intended to streamline the treatment of convertible securities in view of tax, securities and other considerations, and to ensure the most effective delivery of consideration shares.

The APM Board has reviewed and considered a significant amount of information and considered a number of factors relating to the Arrangement with the benefit of advice from APM’s senior management and its financial, legal and technical advisors. The following is a summary of the principal reasons for the unanimous recommendation of the APM Board (with conflicted directors abstaining) that APM Shareholders vote FOR the Arrangement Resolution:

Continued Participation by APM Shareholders in the Projects Through ICG. APM Shareholders, through their ownership of ICG Shares, will continue to participate in the value creation associated with the exploration, development and operation of the Projects. APM Shareholders will hold approximately 19% of the issued and outstanding ICG Shares upon completion of the Arrangement.
Continued Participation by APM Shareholders in the New APM Business. APM Shareholders, through their ownership of all of the issued and outstanding New APM Shares, will continue to participate in the value associated with the development, operation, and growth of the New APM Business.
Fairness Opinion. Evans & Evans provided its opinion to the APM Board to the effect that, as of December 5, 2025 and based upon and subject to the scope of the review, analysis undertaken and various assumptions, limitations and qualifications set out in the Fairness Opinion, the ICG Shares to be received under the Arrangement is fair, from a financial point of view, to APM Shareholders.
Likelihood of the Arrangement Being Completed. The likelihood of the Arrangement being completed is considered to be high, in light of the experience, reputation and financial capability of ICG and the absence of significant closing conditions, other than the APM Shareholder Approval and the approval by the Court of the Arrangement, the exercise by no more than 5% of the APM Shareholders of their Dissent Rights, and other customary closing conditions.
Approval of APM Shareholders and the Court are Required. The Arrangement must be approved by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share. The Arrangement must also be sanctioned by the Court, which will consider the fairness of the Arrangement to APM Shareholders.
Dissent Rights. Registered APM Shareholders who oppose the Arrangement may, on strict compliance with certain conditions, exercise their Dissent Rights and receive the fair value of the Dissent Shares in accordance with the Arrangement.
Voting Support Agreements. All of the directors and officers of APM (who collectively hold approximately 1.2% of the outstanding APM Share) have entered into the Voting Agreements pursuant to which they agreed to vote in favour of the Arrangement.

In view of the wide variety of factors and information considered in connection with their evaluation of the Arrangement, the APM Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching their conclusions and recommendations. In addition, individual members of the APM Board may have given different weights to different factors or items of information.

Recommendation of the APM Board

After careful consideration of, among other things, the factors described above under the heading “The Arrangement-Reasons for the Arrangement”, the APM Board (with conflicting directors abstaining) has unanimously determined that the Plan of Arrangement is fair to APM Shareholders and is in the best interests of APM. Accordingly, the APM Board unanimously recommends (with conflicting directors abstaining) that APM Shareholders vote FOR the Arrangement Resolution.

Each director of APM has entered into a Voting Agreement pursuant to which he has agreed to to vote all of his APM Shares in favor of the Arrangement Resolution, subject to the terms of the Arrangement Agreement.

Treatment of Other Securities

As contemplated by the terms of the APM Option Plan, the APM Options shall cease to represent the right to acquire APM Shares and they shall be replaced with New APM Options. In accordance with its terms, each APM Warrant will, following the Effective Time, entitle the holder thereof to acquire one New APM Share and approximately the number of ICG Shares equal to the Exchange Ratio upon exercise of each APM Warrant held.

Each APM Optionholder will be entitled to receive one New APM Option for each APM Option held by such holder immediately before the Effective Time. Each New APM Option will entitle the holder thereof 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 Option 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.

The APM Warrants will not be amended or exchanged for new securities. However, each APM Warrantholder will, following the Effective Time and in accordance with the terms of their APM Warrants, be entitled to acquire one New APM Share and approximately the number of ICG Shares equal to the Exchange Ratio upon exercise of each APM Warrant held.

Fairness Opinion

Evans & Evans was engaged by the APM Board to provide a written opinion, dated December 5, 2025 to the APM Board as to the fairness of the Arrangement, from a financial point of view, to APM Shareholders. Evans & Evans rendered its opinion that, as of the date of the Fairness Opinion, based upon and subject to the various considerations set forth in the Fairness Opinion, the full text of which is attached as Appendix C to this Circular, including the scope of review, limitations and assumptions, the proposed Arrangement is fair, from a financial point of view, to the holders of APM Shares.

The Fairness Opinion describes the circumstances of engagement, the scope of the review undertaken by Evans & Evans, the market APM operates in, the assumptions made by Evans & Evans, the limitations on the use of the Fairness Opinion, and the basis of Evans & Evans’s analyses for the purposes of the Fairness Opinion, among other matters. The summary of the Fairness Opinion set forth is qualified in its entirety by reference to the full text of the Fairness Opinion. The Fairness Opinion states that it may not be used, or relied upon, by any person other than the APM Board. However, the Fairness Opinion includes the written consent of Evans & Evans to the inclusion of the Fairness Opinion in any materials provided to APM Shareholders, and may be shared with the Court approving the Interim Order and the Final Order, the SEC and appropriate securities commissions in Canada.

The Fairness Opinion is subject to various assumptions and limitations and is based upon the scope of review described in the Fairness Opinion. In addition, the basis of how fairness was determined for the purpose of the Fairness Opinion is summarized in the Fairness Opinion. The Fairness Opinion is expressly limited to these matters. The full text of the Fairness Opinion is attached as Appendix C to this Circular and should be read carefully in its entirety for a description of the assumptions made, matters considered and limitations on the review undertaken by Evans & Evans in providing its opinion.

Assumptions

The Fairness Opinion provides various assumptions, including but not limited to:

the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by Evans & Evans from public sources or provided by APM and ICG;
representations by senior officers of APM to Evans & Evans as to the completeness and correctness of information provided to Evans & Evans;
final or executed versions of documents conform in all material respects to the drafts of such documents provided to Evans & Evans for the purpose of preparing the Fairness Opinion, all conditions required to implement the Arrangement will be met, all consents of relevant third parties or regulating authorities will be obtained without adverse qualification, the procedures being followed to implement the Arrangement are valid and effective and that the disclosure provided in this Circular will be accurate in all material respects;
APM ICG, and all related parties have no contingent liabilities, unusual contractual arrangements, or substantial commitments other than in the ordinary course of business, nor litigation pending or threatened, nor judgements rendered against other than those disclosed by management;
as of July 31, 2025, and September 30, 2025, all assets and liabilities of APM and ICG have been recorded in their accounts and financial statements and follow IFRS;
there were no material changes in the financial position of APM and ICG between the date of their financial statements and the date of the Fairness Opinion unless otherwise noted;
representations made by APM and ICG in public disclosure documents as to the number of shares outstanding are accurate;
representations made by APM with respect to the size of the Projects are accurate;
the Concurrent Financing is conducted at a price not less than $0.13 per ICG Share; and
not less than 30% of the Distribution Shares are released upon the date the ICG Shares are listed on the CSE.

Limitation and Qualification

The Fairness Opinion is subject to the limitation that Evans & Evans has relied upon management’s disclosure and certain technical reports with respect to the properties and operations of APM and ICG, as Evans & Evans did not visit any of the mineral resource properties referenced in the Fairness Opinion.

Scope of Review

In preparing the Fairness Opinion, Evans & Evans reviewed the term sheet, Arrangement Agreement and Plan of Arrangement, APM’s public filings, information on APM and ICG from various sources, a sample subscription agreement for the Concurrent Financing, and relied upon financial and other information, including prospective financial information, obtained from APM and ICG management, APM and ICG’s advisors and from various public, financial and industry sources, and agreements by APM and ICG with third parties. Principal information included discussions with APM and ICG management, the APM Board and advisors, APM and ICG financial statements, budgets, forecasts and tax returns, corporate documents, APM’s public filings, share trading information, and analyst and industry reports. Evans & Evans has not, to the best of its knowledge, been denied access by management to any information requested by Evans & Evans.

Approach to Fairness

For the purposes of the Fairness Opinion, Evans & Evans considered that the Arrangement would be fair, from a financial point of view, from the perspective of the holders of APM Shares as a group and did not consider the specific circumstances of any particular shareholder, including with regard to income tax considerations.

Independence of Evans & Evans

Evans & Evans has confirmed that it is not the current auditor of APM and is not an associated or affiliated entity or insider of APM. Evans & Evans has also confirmed that it has no past, present or prospective interest in APM or ICG or any entity that is the subject of the Fairness Opinion, and that Evans & Evans have no personal interest with respect to the parties involved. None of the fees received by Evans & Evans were contingent upon the outcome of the Arrangement.

Evans & Evans Conclusion

As of December 5, 2025, the date of the Fairness Opinion, based on Evans & Evans’s scope of review, assumptions and limitations, the proposed Arrangement and Exchange Ratio are fair, from a financial point of view, to the holders of APM Shares.

Approval of the Arrangement Resolution

At the Meeting, the APM Shareholders will be asked to approve the Arrangement Resolution, the full text of which is set out in Appendix A to this Circular. In order for the Arrangement to become effective, as provided in the Interim Order and by the BCBCA, the Arrangement Resolution must be by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share. Should APM Shareholders fail to approve the Arrangement Resolution by the requisite threshold, the Arrangement will not be completed.

The APM Board (with conflicting directors abstaining) has approved the terms of the Arrangement Agreement and the Plan of Arrangement and recommends that the APM Shareholders vote FOR the Arrangement Resolution. See “The Arrangement - Recommendation of the APM Board” above.

Voting Agreements

ICG entered into Voting Agreements with all of the directors and officers of APM prior to the Record Date. The Voting Agreements set forth, among other things, the agreement of such APM Shareholders to vote their APM Shares in favour of the Arrangement. As of the Record Date, 2,529,500 of the outstanding APM Shares were subject to the Voting Agreements, representing approximately 1.2% of the outstanding APM Shares.

The Voting Agreements require voting support for the Arrangement and support for the transactions contemplated by the Share Exchange Agreement and the Arrangement Agreement if pursued as an Alternative Transaction.

Each Supporting Shareholder has agreed to vote his or her owned (directly or indirectly) APM Shares, to the extent such person is so entitled, in favour of the Arrangement and the Arrangement Resolution. The Voting Agreements terminate upon: (i) mutual agreement; (ii) the Effective Time; (iii); the date of termination of the Arrangement Agreement in accordance with the terms thereof; or (iv) the breach of any representation, warranties or covenants set out in the Voting Agreements.

ICG has confirmed to APM that neither ICG nor any of its affiliates held any APM Shares (or securities convertible into APM Shares) as at the Record Date.

Completion of the Arrangement

The Arrangement is expected to become effective at 12:01 a.m. (or such other time as determined by APM) on the date following the date upon which all of the conditions to completion of the Arrangement as set out in the

Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement, all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably, and the filings required under Section 292 of the BCBCA have been filed with the Registrar. Completion of the Arrangement is expected to occur in early 2026; however, it is possible that completion may be delayed beyond this date if the conditions to completion of the Arrangement cannot be met on a timely basis, but in no event shall completion of the Arrangement occur later than the Outside Date, unless extended by mutual agreement between APM and ICG in accordance with the terms of the Arrangement Agreement.

Procedure for Exchange of APM Shares and ICG Shares

For Non-Registered Holders, the New APM Shares and ICG Shares will be credited to their accounts through the standard procedures in place between CDS and their nominee. Non-Registered Holders should contact their nominee if they have any questions regarding this process or to confirm receipt of their new securities.

For Registered APM Shareholders, the New APM Shares and ICG Shares will be issued and registered in their names as of the Effective Date. Registered APM Shareholders will receive their DRS Advice Statements or, if requested, physical certificates representing their new holdings. There is no requirement to surrender existing share certificates or provide any documentation to receive the new certificates.

If you have any questions relating to the Arrangement please contact TSX Trust by telephone at 1-866-600-5869 by email to [email protected].

Before the Effective Date, APM and ICG will deposit, or cause to be deposited, with TSX Trust treasury directions directing TSX Trust to deliver sufficient certificates and DRS Advice Statements representing the New APM Shares and ICG Shares required to be issued to the APM Shareholders under the Arrangement (other than payments to APM Shareholders exercising their Dissent Rights) to be held by TSX Trust as agent and nominee for such APM Shareholders.

Lost Certificates

If any certificate which, immediately before the Effective Time, represented one or more outstanding APM Shares has been lost, stolen or destroyed, the holder should contact TSX Trust to arrange for the issuance of replacement certificates for the APM Shares. TSX Trust may require an affidavit and a lost certificate bond or similar security, as well as an indemnity, before issuing replacements.

Procedure for Exchange of APM Options

Following the Effective Time, New APM will deliver to each APM Optionholder an agreement representing the New APM Options, which such holder is entitled to receive under the Arrangement. Any agreement(s), if any, representing such holder's APM Options shall be deemed to be cancelled on the Effective Time and (without any action on the part of the holder of the APM Option), and each agreement relating to each APM Option, as applicable, will be terminated and of no further force and effect.

APM Optionholders who do not wish to receive New APM Options in exchange for their APM Options can exercise their APM Options and participate in the Arrangement on the same basis as APM Shareholders.

APM recommends that any APM Optionholders who wish to exercise their APM Options for APM Shares prior to the Arrangement should exercise such APM Options by 10:00 a.m. (Vancouver time) on February 23, 2026, or, if the Meeting is adjourned or postponed, two Business Days before the reconvened Meeting.

No Fractional Shares or Options to be Issued

No fractional ICG Shares shall be issued to any former APM Shareholder or to any APM Warrantholder on the exercise of APM Warrants. The number of ICG Shares to be issued to such former APM Shareholder or APM Warrantholder shall be rounded down to the nearest whole ICG Share and such former 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 being issued in respect of the exercise of APM Warrants, cancelled by ICG.

Effects of the Arrangement on APM Shareholders' Rights

APM Shareholders receiving New APM Shares and ICG Shares under the Arrangement will continue to be APM Shareholders after the Arrangement and will become shareholders of ICG. ICG, like APM, is a British Columbia company governed by the BCBCA. APM will continue to be a British Columbia company governed by the BCBCA.

Court Approval of the Arrangement

An Arrangement under the BCBCA requires approval of the Court.

Interim Order

On January 23, 2026, APM obtained the Interim Order providing for the calling and holding of the Meeting, the Dissent Rights and certain other procedural matters. The text of the Interim Order is set out in Appendix E to this Circular.

Final Order

Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolution is approved by APM Shareholders at the Meeting in the manner required by the Interim Order, APM intends to make an application to the Court for the Final Order.

The application for the Final Order approving the Arrangement is currently scheduled for February 27, 2026, at 10:00 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, at the Courthouse, 800 Smithe Street, Vancouver, British Columbia, or at any other date and time as the Court may direct. Any APM Shareholder who wishes to appear or be represented and to present evidence or arguments at that hearing must file and serve a response to petition no later than 5:00 p.m. (Vancouver time) on February 25, 2026, along with any other documents required in the form prescribed by the Supreme Court Civil Rules with the Court, and deliver a copy of the filed response together with a copy of all materials on which such APM Shareholder or interest party intends to rely at the hearing of the petition, including an outline of such person's proposed submission, to APM c/o McMillan LLP, PO Box 11117, Suite 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7, Attn: Arman Farahani. Such Persons should consult with their legal advisors as to the necessary requirements. In the event that the hearing is adjourned then, subject to further order of the Court, only those persons having previously filed and served a notice of appearance will be given notice of the adjournment.

APM has been advised by its legal counsel, McMillan LLP, that the Court has broad discretion under the BCBCA when making orders with respect to the Arrangement and that the Court will consider, among other things, the fairness and reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, on the terms presented or substantially on those terms. Depending upon the nature of any required amendments, APM may determine not to proceed with the Arrangement.

The New APM Shares, ICG Shares, and New APM Options to be issued, distributed and exchanged, as applicable, to APM Shareholders, APM Optionholders and APM Warrantholders, as applicable, pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the applicable Securities Laws of any state of the United States, and will be issued, distributed and exchanged, as applicable, in reliance upon the Section 3(a)(10) Exemption and exemptions provided under the applicable Securities Laws of each state of the United States in which APM Securityholders reside. Section 3(a)(10) of the U.S. Securities Act exempts from registration a security that is issued or distributed in exchange for outstanding securities, claims or property interests, where the terms and

conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all Persons to whom it is proposed to issue securities in such exchange have the right to appear, by a court or by a governmental authority expressly authorized by law to grant such approval and to hold such a hearing.

The New APM Shares issuable upon the exercise of the New APM Options, and the New APM Shares and ICG Shares issuable upon the exercise of APM Warrants, as applicable, in the United States or by, or on behalf of, a U.S. Person after the Effective Date may not be issued in reliance upon the Section 3(a)(10) Exemption and may be exercised only if the issuance is registered under the U.S. Securities Act or exempt from the registration requirements of the U.S. Securities Act and pursuant to any applicable Securities Laws of any state of the United States.

The Court will be advised at the hearing of the application for the Final Order that if the terms and conditions of the Arrangement, and the fairness thereof, are approved by the Court, the Final Order will be relied upon to constitute the basis for the Section 3(a)(10) Exemption with respect to the New APM Shares, ICG Shares, and New APM Options to be issued, distributed and exchanged, as applicable, pursuant to the Arrangement. Accordingly, the Final Order of the Court will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act with respect to the issuance of the New APM Shares, ICG Shares, and New APM Options in connection with the Arrangement. See "The Arrangement – CSE Requirements, Regulatory Law and Securities Law Matters – United States Securities Laws Matters".

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the form of Notice of Hearing of Petition attached at Appendix E to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

Regulatory Approvals

The APM Shares are listed and posted for trading on the CSE, and as a result of the Arrangement the New APM Shares will continue to be listed and posted for trading on the CSE. ICG is currently in the process of applying to the CSE with respect to the transactions completed in the Arrangement Agreement, including the listing of the ICG Shares to be issued under the Arrangement and issuable on the exercise of the APM Warrants after completion of the Arrangement.

CSE Requirements, Regulatory Law and Securities Law Matters

Other than the Final Order and the approvals of the CSE, APM is not aware of any material approval, consent or other action by any federal, provincial, state or foreign government or any administrative or regulatory agency that would be required to be obtained in order to complete the Arrangement. In the event that any such approvals or consents are determined to be required, such approvals or consents will be sought, although any such additional requirements could delay the Effective Date or prevent the completion of the Arrangement. While there can be no assurance that any regulatory consents or approvals that are determined to be required will be obtained, APM currently anticipates that any such consents and approvals that are determined to be required will have been obtained or otherwise resolved by the Effective Date.

Canadian Securities Laws Matters

Each APM Shareholder is urged to consult such APM Shareholder’s professional advisors to determine the Canadian conditions and restrictions applicable to trades in the New APM Shares or ICG Shares.

Status Under Canadian Securities Laws

APM is a reporting issuer in British Columbia, Saskatchewan, Alberta, Ontario and Nova Scotia. The APM Shares currently trade on the CSE. Prior to the Effective Time, the APM Shares will be delisted from the CSE and the New APM Shares issuable pursuant to and in connection with the Arrangement are expected to commence trading on the CSE within three Business Days of the Effective Date.

Upon completion of the Arrangement, ICG expects that it will be a reporting issuer in British Columbia, Saskatchewan, Alberta, Ontario and Nova Scotia. Prior to the Effective Time, the APM Shares will be delisted from

the CSE and the ICG Shares will be listed and posted for trading on the CSE and are expected to commence trading on the CSE within three Business Days of the Effective Date.

Distribution and Resale of New APM Shares and ICG Shares under Canadian Securities Laws

The distribution of the New APM Shares, ICG Shares and New APM Options, pursuant to the Arrangement will constitute a distribution of securities which is exempt from the prospectus requirements of Canadian securities legislation and is exempt from or otherwise is not subject to the registration requirements under applicable securities legislation. The New APM Shares and ICG Shares received pursuant to the Arrangement will not bear any legend under Canadian Securities Laws and may be resold through registered dealers in each of the provinces of Canada provided that: (a) ICG, after the Arrangement, and APM is and has been a reporting issuer in a jurisdiction in Canada for the four months immediately preceding the trade; (b) the trade is not a "control distribution" as defined in NI 45-102; (c) no unusual effort is made to prepare the market or to create a demand for the New APM Shares or ICG Shares; (d) no extraordinary commission or consideration is paid to a Person in respect of such sale; and (e) if the selling securityholder is an insider or officer of New APM or ICG, the selling securityholder has no reasonable grounds to believe that New APM or ICG is in default of applicable Securities Laws. For the purposes of (a) above, ICG will satisfy the four month requirement by virtue of the fact that it is a party to the Arrangement Agreement with APM, which will have been a reporting issuer in a jurisdiction in Canada for at least four months prior to the date of distribution.

United States Securities Laws Matters

The following discussion is a general overview of certain requirements of U.S. Securities Laws that may be applicable to APM U.S. Shareholders and APM U.S. Securityholders. All APM U.S. Shareholders are urged to consult with their own legal counsel to ensure that any subsequent resale of New APM Shares or ICG Shares issued or distributed to them under the Arrangement complies with applicable Securities Laws.

Further information applicable to APM U.S. Shareholders is disclosed under the heading "Notice To United States Securityholders".

The following discussion does not address the Canadian Securities Laws that will apply to the issue and distribution of New APM Shares or ICG Shares or the resale of these or other securities referred to below by APM U.S. Shareholders within Canada, except in limited circumstances. APM U.S. Shareholders reselling their ICG Shares in Canada must, in all circumstances, comply with Canadian Securities Laws, as outlined elsewhere in this Circular.

Status under U.S. Securities Laws

Each of APM and ICG is a "foreign private issuer" as defined in Rule 405 under the U.S. Securities Act and Rule 3b-4 under the U.S. Exchange Act, and it is anticipated that each of APM and ICG will, for the foreseeable future, rely on Rule 12g3-2(b) to the extent necessary to remain exempt from the registration requirements of section 12 of the U.S. Exchange Act.

It is intended that the ICG Shares will be listed for trading on the CSE following completion of the Arrangement. However, there is no assurance that ICG will be successful in obtaining such a listing. ICG does not intend to seek a listing for the ICG Shares on a stock exchange in the United States.

Exemption from the Registration Requirements of the U.S. Securities Act

The New APM Shares, ICG Shares and New APM Options to be issued, distributed and exchanged, as applicable, pursuant to the Arrangement have not been and will not be registered under the U.S. Securities Act or the Securities Laws of any state of the United States, and will be issued, distributed and exchanged, as applicable, in reliance upon the Section 3(a)(10) Exemption of the U.S. Securities Act and exemptions provided under the Securities Laws of each state of the United States in which APM Securityholders reside.

Section 3(a)(10) of the U.S. Securities Act exempts from registration a security that is issued in exchange for outstanding securities, claims or property interests, where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and conditions at which all Persons to whom it is proposed

to issue securities in such exchange have the right to appear, by a court or by a governmental authority expressly authorized by law to grant such approval and to hold such a hearing. The Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered, and all APM Shareholders and APM Optionholders are entitled to appear and be heard at this hearing. Accordingly, the Final Order will, if granted, constitute a basis for the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the New APM Shares, ICG Shares and New APM Options to be received by APM Shareholders and APM Optionholders pursuant to the Arrangement.

Resale of New APM Shares and ICG Shares within the United States after the Completion of the Arrangement

The manner in which an APM U.S. Shareholder may resell the New APM Shares and the ICG Shares received on completion of the Arrangement in the United States will depend on whether such holder is an “affiliate” of ICG or APM after the Arrangement, as applicable, after the completion of the Arrangement or has been such an “affiliate” within 90 days of the Arrangement.

The New APM Shares and ICG Shares, as applicable, received by a holder who is an “affiliate” of APM or ICG, as applicable, after the Arrangement or has been such an “affiliate” within 90 days of the Arrangement will be subject to certain restrictions on resale imposed by the U.S. Securities Act.

As defined in Rule 144 under the U.S. Securities Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer. Typically, persons who are executive officers or directors of an issuer, as well as persons who directly or indirectly beneficially own or control more than 10% of the issuer’s voting securities, are considered to be “affiliates”.

Persons who are not affiliates of APM or ICG, as applicable, after the Arrangement, and who have not been affiliates within 90 days of either the resale in question or within 90 days prior to the Effective Time, may resell the New APM Shares or ICG Shares, as applicable, that they receive in connection with the Arrangement in the United States without restriction under the U.S. Securities Act.

Persons who are affiliates or APM or ICG, as applicable, after the Arrangement, or who have been affiliates within 90 days of the resale in question or within 90 days prior to the Effective Time, may not sell their New APM Shares or ICG Shares, as applicable, that they receive in connection with the Arrangement, in the absence of registration under the U.S. Securities Act, unless an applicable exemption from such registration requirements is available.

Regulation S

In general, under Rule 904 of Regulation S, certain persons who hold New APM Shares or ICG Shares that are subject to U.S. resale restrictions following completion of the Arrangement, may sell them outside the United States in an “offshore transaction” if neither the seller, an affiliate nor any person acting on its behalf engages in “directed selling efforts” in the United States. For purposes of Regulation S, “directed selling efforts” means, except for certain narrow permitted activities specified in Regulation S, “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered”.

Also, under Regulation S, subject to certain exceptions contained in Regulation S, an “offshore transaction” is a transaction in which the offer of the applicable securities is not made to a person in the United States or any person acting on its behalf, and either: (a) at the time the buy order is originated, the buyer is outside the United States or the seller reasonably believes that the buyer is outside of the United States; or (b) the transaction is executed in, on or through the facilities of a designated offshore securities market (which would include a sale on the CSE) and neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States.

Such resales under Rule 904 of Regulation S are not permitted by any person deemed to be a distributor of the subject securities, or any person who is an affiliate of the issuer of the securities, except a person who is an affiliate solely by virtue of holding the position of an officer or a director. (As described above, with reference to a particular issuer, an affiliate will typically include any person who is an executive officer or director of that issuer, as well as any person who beneficially owns or controls more than 10% of the outstanding voting securities of that issuer.) No selling concession, fee or other remuneration can be paid in connection with the resale of securities by a person who is an

affiliate solely by virtue of being an officer or director of the issuer, other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

Certain additional restrictions, set forth in Regulation S, may be applicable.

Option Shares and Warrant Shares

The New APM Shares issuable upon the exercise of the New APM Options, and the New APM Shares and ICG Shares issuable upon exercise of the APM Warrants have not been and will not be registered under the U.S. Securities Act or the Securities Laws of any state of the United States. Accordingly, the New APM Options and the APM Warrants may not be exercised in the United States, or by or for the account or benefit of a U.S. Person or a person within the United States, after the Effective Date absent an exemption from the registration requirements of the U.S. Securities Act and any applicable Securities Laws of any state of the United States.

If issued pursuant to an exemption from the registration requirements of the U.S. Securities Act, such New APM Shares and ICG Shares will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act and will be subject to transfer restrictions.

Interest of Certain Persons in the Arrangement

In considering the recommendation of the APM Board with respect to the Arrangement, APM Shareholders should be aware that certain members of APM’s senior management and the APM Board have certain interests in connection with the Arrangement that may present them with actual or potential conflicts of interest in connection with the Arrangement. These interests include those described herein. In particular, Warwick Smith (Chief Executive Officer and Director of APM), Joness Lang (President and Director of APM) and Ali Hakimzadeh (Director of APM) each acquired 1,000,000 ICG Shares at a price of $0.03 per ICG Share in early October 2025. The APM Board was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by APM Shareholders.

Directors

The directors of APM (other than directors who are also executive officers) hold, in the aggregate: (i) 925,000 APM Shares, which represents less than 1% of the voting rights attached to all of the issued and outstanding APM Shares; (ii) 3,820,000 APM Options to acquire 3,820,000 APM Shares; and (iii) 25,000 APM Warrants to acquire 25,000 APM Shares, which together with the APM Shares and APM Options, represent approximately 2.07% of the votes attached to all issued and outstanding APM Shares, APM Options and APM Warrants, aggregated as a single class, all as of the Record Date. All of the APM Shares, APM Options and APM Warrants held by APM’s directors will be treated in the same fashion under the Arrangement as APM Shares, APM Options and APM Warrants held by every other APM Shareholder, APM Optionholder or APM Warrantholder, as applicable.

Officers

The executive officers of APM hold, in the aggregate: (i) 1,604,500 APM Shares, which represent less than 1% of the voting rights attached to all of the issued and outstanding APM Shares; (ii) 4,470,000 APM Options to acquire 4,470,000 APM Shares; and (iii) 50,000 APM Warrants to acquire 50,000 APM Shares, which together with the APM Shares and the APM Options, represent approximately 2.66% of the votes attached to all issued and outstanding APM Shares, APM Options and APM Warrants, aggregated as a single class, all as of the Record Date. All the APM Shares, APM Options and APM Warrants held by APM’s executive officers will be treated in the same fashion under the Arrangement as APM Shares and APM Options held by every other APM Shareholder or APM Optionholder.

Multilateral Instrument 61-101

APM is a reporting issuer in British Columbia, Alberta, Nova Scotia, Ontario, and Saskatchewan, and accordingly, is subject to MI 61-101. MI 61-101 governs certain transactions that raise the potential for conflicts of interest, including, among other transactions, “related party transactions” and “business combinations” (as defined in MI 61-101). MI 61-101 is intended to ensure that all securityholders are treated in a manner that is fair and that is perceived to be fair with respect to these transactions and generally requires enhanced disclosure, approval by a majority of security holders

excluding interested parties and/or, in certain instances, independent valuations and approval of oversight of these transactions by a special committee of independent directors. The Arrangement does not constitute an issuer bid, an insider bid or a related party transaction for the purposes of MI 61-101.

A business combination for an issuer includes an arrangement as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder's consent, regardless of whether the equity security is replaced with another security, in circumstances where a person that is a related party of the issuer at the time the transaction is agreed to (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with "joint actors" (as defined in MI 61-101), (ii) is a party to any connected transaction to the transaction, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction, (A) consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, or (B) a collateral benefit.

Under MI 61-101, a collateral benefit includes any benefit that a related party of the issuer is entitled to receive as a consequence of a transaction, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities or other enhancements in benefits related to services as an employee, director or consultant of the issuer or another person. MI 61-101 excludes from the meaning of collateral benefit a payment per security that is identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class, as well as certain benefits to a related party received solely in connection with the related party's services as an employee or director of an issuer, of an affiliated entity of such issuer or of a successor to the business of such issuer where: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) at the time the transaction is agreed to, the related party and his or her associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer (the "De Minimis Exclusion"), or (ii) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities the related party beneficially owns and the independent committee, acting in good faith, determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities beneficially owned by the related party, and the independent committee's determination is disclosed in the disclosure document for the transaction.

In assessing whether the Arrangement could be considered to be a "business combination" for the purposes of MI 61-101, APM reviewed all benefits or payments which related parties of APM are entitled to receive, directly or indirectly, as a consequence of the Arrangement to determine whether any constituted a "collateral benefit" (as defined in MI 61-101). For these purposes, the only related parties of APM that are entitled to receive a benefit, directly or indirectly, as a consequence of the Arrangement are the directors and senior officers of APM.

Warwick Smith (Chief Executive Officer and Director of APM), Joness Lang (President and Director of APM) and Ali Hakimzadeh (Director of APM) each acquired, prior to the date of the Arrangement Agreement, 1,000,000 ICG Shares at a price of $0.03 per ICG Share as compared to the deemed price of $0.15 per ICG Share issued by ICG pursuant to the Arrangement. As a result, such officers and directors of APM, could receive a collateral benefit in the form of a greater capital gain upon a future disposition of their ICG Shares when compared to a future disposition of ICG Shares by other APM Shareholders that receive ICG Shares pursuant to the Arrangement. However, each of Warwick Smith, Joness Lang, and Ali Hakimzadeh exercises control or direction over, or beneficially owns, less than 1% of the outstanding APM Shares. Accordingly, the APM Board determined that the De Minimis Exclusion applies and the benefits to be gained by each of Warwick Smith, Joness Lang and Ali Hakimzadeh are not a "collateral benefit" for the purposes of MI 61-101. As a result, the Arrangement Resolution is not subject to the minority approval requirements of MI 61-101

The Arrangement Agreement

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which may be found under APM's profile on SEDAR+ at www.sedarplus.ca.

Effective Date and Conditions of Arrangement

If the Arrangement Resolution is passed, the Final Order approving the Arrangement is obtained, the requirements of the BCBCA relating to the Arrangement have been complied with and all other conditions disclosed under “The Arrangement – The Arrangement Agreement - Conditions to the Arrangement Becoming Effective” are met or waived, the Arrangement will become effective at 12:01 a.m. (or such other time as APM may determine) on the Effective Date.

Representations and Warranties

The Arrangement Agreement contains standard representations and warranties made by each of APM and ICG to one another. Those representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the parties in connection with negotiating its terms.

APM

The representations and warranties provided by APM in favor of ICG relate to, among other things: (a) the due continuance, valid subsistence and full capacity and authority of APM; (b) the due execution and delivery of the Arrangement Agreement by APM; (c) neither the execution and delivery of the Arrangement Agreement nor the performance of any of APM’s covenants and obligations thereunder constituting a material default or being in any material contravention or breach of any provision of APM’s constating documents, any judgment, decree, order, law, statute, rule or regulation applicable to APM or any agreement or instrument to which APM is a party or by which it is bound; (d) the absence of any dissolution, winding-up, bankruptcy, liquidation or similar proceeding, whether commenced, pending or proposed in respect of APM; (e) the APM Board has received the Fairness Opinion, which states that the consideration to be received by APM Shareholders from the Plan of Arrangement is fair, from a financial point of view; and (f) the APM Board has unanimously determined (with conflicted directors abstaining) that the Plan of Arrangement is fair to the APM Shareholders and is in the best interests of APM and has resolved to recommend approval of the Arrangement Resolution.

ICG

The representations and warranties provided by ICG in favor of APM relate to, among other things: (a) the due incorporation, valid subsistence and full capacity and authority of ICG; (b) the due execution and delivery of the Arrangement Agreement by ICG; (c) neither the execution and delivery of the Arrangement Agreement nor the performance of any of ICG’s covenants and obligations thereunder constituting a material default or being in any material contravention or breach of any provision of ICG’s constating documents, any judgment, decree, order, law, statute, rule or regulation applicable to ICG or any agreement or instrument to which ICG is a party or by which it is bound; and (d) the absence of any dissolution, winding-up, bankruptcy, liquidation or similar proceeding, whether commenced, pending or proposed in respect of ICG.

Conditions to the Arrangement Becoming Effective

Completion of the Arrangement is subject to a number of specified conditions being met as of the Effective Time, including, but not limited to:

(a) each of the Interim Order and Final Order having been granted by the Court in form and substance satisfactory to APM;

(b) the APM Shareholders having passed the Arrangement Resolution in accordance with the Interim Order;

(c) the CSE having conditionally approved the transactions contemplated under the Arrangement Agreement, including the listing of the ICG Shares, subject to compliance with the listing requirements of the CSE;

(d) the New APM Shares, ICG Shares and New APM Options distributed and exchanged, as applicable, pursuant to the Arrangement will be exempt from registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption;

(e) ICG, upon completion of the Arrangement, will satisfy the minimum listing requirements of the CSE and the CSE will have conditionally approved ICG’s listing, subject only to customary post-closing conditions;

(f) New APM, upon completion of the Arrangement, will satisfy the minimum listing requirements of the CSE and, if applicable, the CSE will have conditionally approved the listing of the New APM Shares, subject only to customary post-closing conditions;

(g) the APM Board shall have authorized the Distribution upon the completion of the Arrangement, and the Distribution of the Distribution Shares by APM to APM Shareholders shall result in ICG having no less than 150 shareholders, and ICG shall otherwise satisfy the listing requirements of the CSE regarding distribution and capitalization;

(h) ICG will have completed the Concurrent Financing;

(i) if the Concurrent Financing involves refundable securities of ICG such as subscription receipts, such securities will have converted into ICG Shares immediately prior to the Effective Time in accordance with their terms and any agreement(s) governing such securities, such as a subscription receipt agreement;

(j) ICG shall have issued 11,500,000 ICG Shares to APM;

(k) APM shall have completed the Distribution to the APM Shareholders;

(l) all other material consents, orders and approvals, including any regulatory or judicial approvals or orders, that APM or ICG considers necessary or desirable to effect the Arrangement having been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances on terms and conditions that are acceptable to APM or ICG, as applicable;

(m) no order or decree restraining or enjoining the consummation of the Arrangement or any of the other transactions contemplated by the Arrangement Agreement being in force immediately before the Effective Time;

(n) no more than 5% of the securities eligible to vote at the Meeting shall be subject to Dissent Rights that have been exercised and not withdrawn; and

(o) the Arrangement Agreement will not have been terminated in accordance with its terms.

Covenants of APM and ICG

The Arrangement Agreement includes, among other things, covenants of each of APM and ICG to:

(a) use commercially reasonable efforts to satisfy the conditions precedent to each of APM and ICG’s obligations under the Arrangement Agreement, and to cause to be taken all other actions necessary to complete the Arrangement;

(b) use commercially reasonable efforts to obtain, before the Effective Date, all authorizations, waivers, exemptions, consents, orders and other approvals from domestic or foreign courts, regulatory or government authorities, shareholders and third parties as are necessary for the consummation of the transactions contemplated herein;

(c) use commercially reasonable efforts to defend any lawsuits or other legal proceedings brought against it challenging the Arrangement;

(d) to notify the other parties of any representation or warranty made in the Arrangement Agreement ceases to be true and correct in all respects or in all material respects;

(e) to co-operate with each of the other parties in good faith to ensure the timely completion of the Arrangement; and

(f) to use commercially reasonable efforts in connection with the performance of all obligations under the Arrangement Agreement.

Amendment, Termination and Assignment

The Arrangement Agreement may, at any time before or after the holding of the Meeting, and before or after the granting of the Final Order, be terminated and the Plan of Arrangement withdrawn by:

(a) mutual written consent of ICG and APM;

(b) by either ICG or APM if the Arrangement has not been completed by the Outside Date, provided that the right to terminate shall not be made available to a party who has breached a representation, warranty, covenant, or obligation under the Arrangement Agreement or the Share Exchange Agreement, the cause of which resulted in the failure of the Arrangement to occur on or before the Outside Date;

(c) by either ICG or APM if the other party completes an Alternative Transaction or enters into a definitive and binding agreement to effect an Alternative Transaction;

(d) by either ICG or APM if any permanent injunction or other order of a court or other competent authority preventing the Arrangement shall have become final or non-appealable, provided that if such a permanent injunction or order was a result of a party's material breach of the Arrangement Agreement, then such party shall not be entitled to terminate the Arrangement Agreement;

(e) by ICG upon written notice to APM if:

a. a material breach of any provision of the Arrangement Agreement or the Share Exchange Agreement has been committed by APM or either of the Targets and such breach has not been cured by APM or the applicable Target within 10 days following receipt of notice of such breach by ICG; or

b. certain conditions set forth in the Arrangement Agreement or the Share Exchange Agreement has become incapable of fulfillment, unless made impossible by any act or failure to act by ICG;

(f) by APM upon written notice to ICG if:

a. a material breach of any provision of the Arrangement Agreement or the Share Exchange Agreement has been committed by ICG and such breach has not been cured by ICG 10 days following receipt of notice of such breach by APM; or

b. certain conditions set forth in the Arrangement Agreement or the Share Exchange Agreement has become incapable of fulfillment, unless made impossible by any act or failure to act by APM.

The Arrangement Agreement additionally provides that prior to the Effective Date, APM may sell, transfer or assign all or part of its interest in the shares of APMUS or CGI 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 the Arrangement Agreement, and (ii) APM shall remain jointly and severally liable with the subsidiary for all obligations under the Arrangement Agreement.

Risks Associated with the Arrangement

In evaluating the Arrangement, APM Shareholders should carefully consider the following risk factors relating to the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement. Additional risks and uncertainties, including those currently unknown or considered immaterial by APM, may also adversely affect the APM Shares, New APM Shares, ICG Shares, New APM Options, APM Warrants, New APM Business and ICG Business following the Arrangement. In addition to the risk factors relating to the Arrangement set out below, APM Shareholders should also carefully consider the risk factors associated with the businesses of New APM and ICG included in this Circular. If any of the risk factors materialize, the expectations, and the predictions based on them, may need to be re-evaluated.

The risks associated with the Arrangement include:

There can be no certainty, nor can APM provide any assurance, that the requisite approval of the APM Shareholders for the Arrangement Resolution will be obtained.

APM has determined that the Arrangement Resolution must be approved by at least two-thirds of the votes cast in respect of the Arrangement Resolution by APM Shareholders present in person or represented by proxy at the Meeting, on the basis of one vote per APM Share. As a result, there can be no certainty, nor can APM provide any assurance, that the requisite APM Shareholder approval of the Arrangement Resolution will be obtained. If the Arrangement is not approved by the APM Shareholders or completed at all, there may be a negative impact on the price of the APM Shares and APM's future business and operations to the extent that the current trading price of APM Shares reflects an assumption that the Arrangement will be completed. The price of the APM Shares may decline if the Arrangement is not completed.

Another transaction on terms as favorable as the Arrangement may not be available.

If the Arrangement is not completed, there can be no assurance that APM will be able to find a party willing to pay an equivalent or more attractive consideration than the consideration to be provided under the Arrangement or willing to proceed at all with a similar transaction or any alternative transaction.

APM and ICG may be the targets of legal claims, securities class actions, derivative lawsuits and other claims.

APM and ICG may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Third parties may attempt to bring claims against APM and ICG seeking to restrain the Arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

There are possible tax consequences of the Arrangement.

APM will not be seeking an advance income tax ruling from the CRA or any other applicable tax authority in respect of the Arrangement. Whether the transfer of the issued and outstanding shares of APMUS and CGI to ICG in exchange for ICG Shares pursuant to the Arrangement will result in material income tax liability to APM will depend on the tax cost of APMUS and CGI shares, the proceeds of disposition of such shares and the extent to which APM and ICG effect such transfer on a tax-deferred basis. The exchange of outstanding APM Shares for the New APM Shares and the ICG Shares might also give rise to Canadian income tax consequences to APM Shareholders depending on the fair market value of the New APM Shares and the ICG Shares and the "paid-up capital" of the New APM Shares and the ICG Shares at the time of the distribution. Such value cannot be definitively determined prior to the Effective Date. If a taxing authority successfully asserts a higher value for the New APM Shares and the ICG Shares this could result in material tax liability to APM Shareholders as a result of the Arrangement. The transactions contemplated in the Arrangement may also give rise to other significant adverse tax consequences to APM Shareholders and each APM

Shareholder is urged to consult their own tax advisors with respect to the tax consequences of the Arrangement having regard to their own particular circumstances.

APM Shareholders will receive a fixed number of ICG Shares.

APM will complete the Distribution to the APM Shareholders (other than the Dissenting Shareholders, if any). This means that APM Shareholders (other than the Dissenting Shareholders, if any) will receive a fixed number of ICG Shares under the Arrangement, rather than ICG Shares with a fixed value. Because the number of ICG Shares to be received in respect of each APM Share under the Arrangement will not be adjusted to reflect any change in the market value of the APM Shares, the value of the ICG Shares received under the Arrangement may vary significantly from the market value of APM Shares at the dates referenced in this Circular. Many of the factors that affect the market price of the APM Shares are beyond the control of APM. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations.

There can be no certainty that all conditions precedent to the Arrangement will be satisfied.

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of APM, including receipt of the Final Order and final approval of the listing of the ICG Shares on the CSE. There can be no certainty, nor can APM provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied.

APM will incur costs.

Certain costs related to the Arrangement, such as legal and accounting fees, must be paid by APM even if the Arrangement is not completed.

APM directors and executive officers may have interests in the Arrangement that are different from those of the APM Shareholders.

In considering the recommendation of the APM Board to vote in favor of the Arrangement Resolution, APM Shareholders should be aware that members of the APM Board and management team have agreements or arrangements that provide them with interests in the Arrangement that differ from, or are in addition to, those of APM Shareholders generally. See "The Arrangement - Interest of Certain Persons in the Arrangement".

The market price for the APM Shares may decline.

If the Arrangement is not approved by the APM Shareholders, the market price of the APM Shares may decline to the extent that the current market price of the APM Shares reflects a market assumption that the Arrangement will be completed.

New APM and ICG will incur their own expenses going forward.

As a result of the Arrangement, each of New APM and ICG will incur their own general and administrative costs to operate the New APM Business and the ICG Business, respectively. These additional costs may negatively impact the financial performance of each of New APM and ICG.

Dissent Rights

The following description of Dissent Rights is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Dissent Shares from APM and is qualified in its entirety by the reference to the full text of the Interim Order, which is attached at Appendix E to this Circular, and the specific provisions of Sections 237 to 247 of the BCBCA, which have been reproduced in their entirety in Appendix D to this Circular. The statutory provisions dealing with the right of dissent are technical and complex. A Dissenting Shareholder who intends to exercise Dissent Rights should carefully consider and comply with the provisions of the Interim Order and the relevant provisions of the BCBCA.

Failure to strictly comply with the provisions of the Interim Order and the BCBCA and to adhere to the procedures established therein, may result in the loss of all rights thereunder. A Dissenting Shareholder should seek independent legal advice.

Pursuant to the Interim Order, a Registered APM Shareholder who intends to exercise the Dissent Rights must deliver a Dissent Notice to the offices of McMillan LLP, Attn: Arman Farahani, at Suite 1500, 1055 West Georgia Street, Vancouver, British Columbia, Canada V6E 4N7, to be received not later than 5:00 p.m. (Vancouver time) on February 23, 2026, or two Business Days before any adjournment or postponement of the Meeting and must not vote any APM Shares in favour of the Arrangement. A Non-Registered Holder who wishes to exercise the Dissent Rights must arrange for the Registered APM Shareholder(s) holding its APM Shares to deliver the Dissent Notice. The Dissent Notice must contain all of the information specified in the Interim Order. A vote against the Arrangement Resolution does not constitute a Dissent Notice and an APM Shareholder who votes in favour of the Arrangement Resolution will not be considered a Dissenting Shareholder.

To exercise Dissent Rights, a Registered APM Shareholder must prepare a separate Dissent Notice for themselves, if dissenting on their own behalf, and for each other Non-Registered Holder for whom they are dissenting with respect to APM Shares registered in the Registered APM Shareholder's name. If dissenting on its own behalf, a Registered APM Shareholder must dissent with respect to all of the APM Shares registered in their name. If dissenting on behalf of a Non-Registered Holder, the Registered APM Shareholder must dissent with respect to all APM Shares registered in their name and beneficially owned by that dissenting Non-Registered Holder. The Dissent Notice must set out the number of Dissent Shares and a statement to the effect of either:

(a) that the Dissent Shares represent all APM Shares of which the APM Shareholder is both the registered and beneficial owner, and that they own no other APM Shares beneficially;

(b) that the Dissent Shares represent all APM Shares of which the APM Shareholder is both the registered and beneficial owner, but that they also beneficially own other APM Shares registered in the name of different shareholders, together with the names of those shareholders, the number of shares held by each, and confirmation that written notices of dissent have been or are being submitted for those shares; or

(c) that the Registered APM Shareholder is not the beneficial owner of the Dissent Shares, in which case the notice must include the name and address of the Non-Registered Holder and a statement confirming that the Registered APM Shareholder is dissenting with respect to all such APM Shares registered in their name.

If the Arrangement Resolution is approved, and APM provides a notification to a Dissenting Shareholder of APM's intention to act upon the Arrangement Resolution pursuant to Section 243 of the BCBCA in order to exercise Dissent Rights, such APM Shareholder must, within one month after APM gives such notice, send to APM a written notice that such holder requires the purchase of all of the Dissent Shares in respect of which such holder has given a Dissent Notice. Such written notice must be accompanied by the certificate(s) or DRS statement(s) representing those Dissent Shares (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by the APM Shareholder on behalf of a Non-Registered Holder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the APM Shareholder becomes a Dissenting Shareholder, and is bound to sell and APM is bound to purchase and cancel those APM Shares. Such Dissenting Shareholder may not vote, or exercise or assert any rights of a APM Shareholder in respect of such Dissent Shares, other than the rights set forth in Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement and the Interim Order.

Dissenting Shareholders who are:

(a) ultimately entitled to be paid fair value for their Dissent Shares shall be deemed not to have participated in the Arrangement and will be paid an amount equal to such fair value determined in accordance with the procedures applicable to the payout value set out in Sections 244 and 245 of the BCBCA and determined as of the close of business on the Business Day before the Arrangement Resolution was adopted, by APM, and will be deemed to have transferred such Dissent Shares as of the Effective Time to APM, without any further act or formality, and free and clear of all Encumbrances; or

(b) ultimately not entitled, for any reason, to be paid fair value for their Dissent Shares, will be deemed to have participated in the Arrangement on the same basis as a APM Shareholder that has not exercised Dissent Rights and shall be entitled to receive only the ICG Shares and New APM Shares on the basis determined in accordance with the Arrangement Agreement that such holder would have received pursuant to the Arrangement if such registered holder had not exercised Dissent Rights.

If a Dissenting Shareholder is ultimately entitled to be paid by APM for their Dissent Shares, such Dissenting Shareholder may enter an agreement with APM for the fair value of such Dissent Shares. If such Dissenting Shareholder does not reach an agreement with APM, such Dissenting Shareholder, or APM may apply to the Court, and the Court may:

(a) determine the payout value of the Dissent Shares, or order that the payout value of the Dissent Shares be established by arbitration or by reference to a Registrar, or a referee, of the Court;

(b) join in the application of each Dissenting Shareholder who has not agreed with APM on the amount of the payout value of the Dissent Shares; and

If an APM Shareholder fails to strictly comply with the requirements of the Dissent Rights set out in the Interim Order, it will lose its Dissent Rights, APM will return to the registered APM Shareholder the certificate(s), if any, representing the Dissent Shares that were delivered to APM, if any, and, if the Arrangement is completed, that APM Shareholder will be deemed to have participated in the Arrangement in respect of those APM Shares on the same terms as all other APM Shareholders who are not Dissenting Shareholders. In no case will APM, ICG or any other Person be required to recognize such APM Shareholder as holding APM Shares at or after the Effective Time.

The Interim Order outlines certain events when Dissent Rights will cease to apply where such events occur before payment is made to the Dissenting Shareholder of the fair value of the APM Shares surrendered (including if the Arrangement Resolution does not pass or is otherwise not proceeded with). In such events, the Dissenting Shareholder will be entitled to the return of the applicable share certificate(s), if any, and rights as an APM Shareholder in respect of the applicable APM Shares will be regained.

Certain Canadian Federal Income Tax Considerations

The following general summary describes certain of the principal Canadian federal income tax considerations in respect of the Arrangement applicable to an APM Shareholder who, for purposes of the Tax Act and at all relevant times, deals at arm's length with each of APM and ICG, is not affiliated with either APM or ICG, holds APM Shares, as applicable, as capital property, disposes of such securities under the Arrangement, and will hold any New APM Shares or ICG Shares received under the Arrangement as capital property (a "Holder").

APM Shares will generally be considered to be capital property to a Holder unless the Holder holds such securities in the course of carrying on a business or the Holder acquired such securities in a transaction, or transactions considered to be an adventure or concern in the nature of trade.

This summary is based on the current provisions of the Tax Act and the regulations promulgated thereunder (the "Regulations"), all specific proposals to amend the Tax Act and the Regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Tax Proposals"), and the current published administrative and assessing practices of the CRA publicly released prior to the date hereof. This summary assumes that all Tax Proposals will be enacted as proposed. However, there can be no assurance that the Tax Proposals will be enacted in their current form, or at all. This summary is not exhaustive of all possible Canadian federal income tax considerations and, except for the Tax Proposals, does not take into account or anticipate any changes in law or administrative practice, whether by legislative, regulatory, administrative or judicial decision or action, nor does it take into account or consider other federal or any provincial, territorial or foreign tax considerations, which may differ significantly from the Canadian federal income tax considerations described herein.

This summary is not applicable to a Holder: (a) that is a "financial institution" (for the purposes of the "mark-to-market" rules in the Tax Act), a "specified financial institution" or a "restricted financial institution", each as defined

in the Tax Act; (b) an interest in which would be a “tax shelter investment” within the meaning of the Tax Act; (c) whose “functional currency” for the purposes of the Tax Act is the currency of a country other than Canada; (d) that acquired APM Shares upon the exercise of employee stock options; or (e) that has or will enter into a “derivative forward agreement”, “synthetic disposition arrangement”, or a “dividend rental arrangement” as such terms are defined in the Tax Act, in respect of the APM Shares, New APM Shares or ICG Shares. Such Holders should consult their own tax advisors.

Additional considerations not discussed herein may be applicable to a Holder that is a corporation resident in Canada and is or becomes (or does not deal at arm’s length (within the meaning of the Tax Act) with a corporation resident in Canada that is or becomes) controlled by a non-resident person or group of persons not dealing at arm’s length with each other for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

In addition, this summary does not address the tax considerations applicable to APM Optionholders or APM Warrantholders. Such holders should consult their own tax advisors.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular APM Shareholder. This summary is not exhaustive of all Canadian federal income tax considerations. Consequently, APM Shareholders should consult their own tax advisors for advice regarding the income tax consequences to them of disposing of their APM Securities under the Arrangement, having regard to their own particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local and foreign tax laws.

Holders Resident in Canada

The following portion of this summary is generally applicable to Holders who, for purposes of the Tax Act and any applicable income tax convention, and at all relevant times, are resident or deemed to be resident solely in Canada (each, a “Resident Holder”). Certain Resident Holders whose APM Shares might not otherwise be considered to be capital property for the purposes of the Tax Act may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have their APM Shares and all other “Canadian securities”, as defined in the Tax Act, owned by such Resident Holder in the taxation year in which the election is made, and in all subsequent taxation years, deemed to be capital property. Resident Holders should consult with their own tax advisors regarding the implications of making such an election.

Exchange of APM Shares for New APM Shares and ICG Shares

Based on past CRA administrative policy, the renaming of the existing APM Shares, as contemplated by the Plan or Arrangement, should not, in and of itself, result in APM Shareholders being deemed to have disposed of their APM Shares for the purposes of the Tax Act.

APM has advised that the aggregate fair market value of all ICG Shares when they are distributed to APM Shareholders under the Arrangement is not expected to exceed the “paid-up capital”, as defined for the purposes of the Tax Act, in respect of all APM Shares immediately before the distribution of ICG Shares and the issuance of New APM Shares in exchange for APM Shares under the Arrangement (the “Share Exchange”). Accordingly, APM is not expected to be deemed to pay, nor is a Resident Holder expected to be deemed to receive, a dividend as a result of the distribution of ICG Shares on the Share Exchange under the Arrangement. If the fair market value of all ICG Shares at the time of their distribution under the Arrangement were to exceed the “paid-up capital” in respect of all APM Shares immediately before that time, APM would be deemed to have paid a dividend on the APM Shares equal to the amount of the excess, and each Resident Holder would be deemed to have received a pro rata portion of the dividend, based on the proportion of the total APM Shares held by the Resident Holder at the time. See “Taxation of Dividends” below for a general description of the taxation of dividends under the Tax Act.

exchange, of the ICG Shares received by the Resident Holder. Consequently, a Resident Holder should realize a capital gain to the extent that the fair market value of the ICG Shares received on the Share Exchange exceeds the adjusted cost base of the Resident Holder’s APM Shares at the time of the exchange. If the fair market value of all ICG Shares at the time of the Share Exchange were to exceed the “paid-up capital” in respect of all APM Shares immediately before the exchange, the proceeds of disposition of the Resident Holder’s APM Shares would be reduced by the amount of the dividend referred to in the previous paragraph that the Resident Holder would be deemed to have received. See “APM Shareholders Not Resident In Canada– Taxation of Capital Gains and Capital Losses” below for a general description of the treatment of capital gains and losses under the Tax Act.

The cost amount to a Resident Holder of New APM Shares acquired on the Share Exchange for the purposes of the Tax Act will be equal to the amount, if any, by which the adjusted cost base of the Resident Holder’s APM Shares immediately before the Share Exchange exceeds the fair market value, at the time of their distribution, of the ICG Shares received by the Resident Holder on the Share Exchange. The cost amount for the purposes of the Tax Act to a Resident Holder of the ICG Shares acquired on the Share Exchange for the purposes of the Tax Act will be equal to the fair market value of the ICG Shares at the time of the exchange.

Dissenting Resident Holders

A Resident Holder of APM Shares who dissents from the Arrangement (a “Dissenting Resident Holder”) will be deemed to have transferred such Holder’s APM Shares to APM, and will be entitled to receive a payment from APM of an amount equal to the fair value of the Holder’s APM Shares.

A Dissenting Resident Holder will be deemed to have received a taxable dividend equal to the amount by which the amount received from APM for such Holder’s APM Shares, less an amount in respect of interest, if any, awarded by the Court, exceeds the “paid-up capital” in respect of such APM Shares (as determined under the Tax Act).

Where a Dissenting Resident Holder of APM Shares is an individual, any deemed dividend will be included in computing that Dissenting Resident Holder’s income and will be subject to the gross-up and dividend tax credit rules normally applicable to dividends (other than eligible dividends) received from taxable Canadian corporations.

In the case of a Dissenting Resident Holder of APM Shares that is a corporation, any deemed dividend will be included in income and generally will be deductible in computing the taxable income of the corporation, subject to the detailed provisions of the Tax Act. However, in some circumstances, the amount of any such deemed dividend realized by a corporation may be treated as proceeds of disposition and not as a dividend. “Private corporations” and “subject corporations” (each as defined in the Tax Act) may also be liable for refundable Part IV tax on any dividends received.

A Dissenting Resident Holder of APM Shares will also be considered to have disposed of the APM Shares for proceeds of disposition equal to the amount paid to such Dissenting Resident Holder in respect of the APM Shares less an amount in respect of interest, if any, awarded by the Court and the amount of any deemed dividend arising in respect of the disposition of such shares. Dissenting Resident Holders of APM Shares may realize a capital gain or sustain a capital loss in respect of such disposition. The taxation of capital gains and capital losses is discussed below under the heading “APM Shareholders Not Resident in Canada – Taxation of Capital Gains and Capital Losses”.

Any interest awarded by the Court to a Dissenting Resident Holder of APM Shares will be included in such Holder’s income for the purposes of the Tax Act.

Resident Holders of APM Options who dissent from the Arrangement should consult their own tax advisors for advice regarding the income tax consequences associated with the disposition of the APM Options in light of their own particular circumstances.

Dividends on ICG Shares and New APM Shares after the Arrangement

A Resident Holder (other than a Dissenting Resident Holder) who is an individual will be required to include in computing income any dividends received or deemed to be received on their ICG Shares or New APM Shares, and (with the exception of certain trusts), will be subject to the gross-up and dividend tax credit rules applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by APM or ICG as “eligible dividends” as defined in the Tax Act.

A Resident Holder (other than a Dissenting Resident Holder) that is a corporation will be required to include in income any dividend received or deemed to be received on its ICG Shares or New APM Shares, and generally will be entitled to deduct an equivalent amount in computing its taxable income, subject to the detailed provisions of the Tax Act. "Private corporations" and "subject corporations" (as defined in the Tax Act) may be liable for refundable Part IV tax on any dividends received.

Disposition of ICG Shares and New APM Shares

A Resident Holder that disposes or is deemed to dispose of ICG Shares or New APM Shares that the Resident Holder holds as capital property in a taxation year will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of the ICG Shares or New APM Shares, as applicable, exceed (or are exceeded by) the aggregate of the adjusted cost base to the Resident Holder of such ICG Shares or New APM Shares, as applicable, determined immediately before the disposition, and any reasonable costs of disposition. See "APM Shareholders Not Resident In Canada– Taxation of Capital Gains and Capital Losses" below for a general discussion of the treatment of capital gains and losses under the Tax Act.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing his or her income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized in such year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years to the extent and in the circumstances described in the Tax Act.

Additional Taxes

A Resident Holder that is throughout the relevant taxation year a "Canadian-controlled private corporation" (as defined in the Tax Act), or is at any time in the relevant taxation year a "substantive CCPC" (as defined in the Tax Act, may be liable to pay an additional tax (refundable in certain circumstances) on its "aggregate investment income" (as defined in the Tax Act) for the year, which includes taxable capital gains, taxable dividends and interest.

Capital gains realized and dividends received or deemed to be received by Resident Holders that are individuals (and certain trusts) may give rise to minimum tax under the Tax Act. Resident Holders who are individuals should consult their own tax advisors in this regard.

APM Shareholders Not Resident in Canada

The following portion of this summary is generally applicable to a Holder, who for purposes of the Tax Act and any applicable income tax convention, and at all relevant times: (i) is not and has not been a resident or deemed to be a resident of Canada, and (ii) does not use or hold, and will not use or hold (and is not deemed to and will not be deemed to use or hold) APM Shares, APM Options, New APM Shares, and ICG Shares in connection with a business carried on in Canada (a "Non-Resident Holder"). Special rules, which are not discussed in this summary, may apply to a non-resident that is an insurer carrying on business in Canada and elsewhere.

Share Exchange

APM has advised that, at the time of the Share Exchange, the aggregate fair market value of all ICG Shares distributed to APM Shareholders under the Arrangement is not expected to exceed the "paid-up capital", as defined for the purposes of the Tax Act, in respect of all APM Shares immediately before that time. Accordingly, APM is not expected to be deemed to pay, nor is a Non-Resident Holder expected to be deemed to receive, a dividend as a result of the Share Exchange. If the fair market value of all ICG Shares at the time of their distribution under the Arrangement

were to exceed the “paid-up capital” in respect of all APM Shares immediately before that time, APM would be deemed to have paid a dividend on the APM Shares equal to the amount of the excess, and each Non-Resident Holder would be deemed to have received a pro rata portion of the dividend, based on the proportion of the total APM Shares held by the Non-Resident Holder at that time. See “APM Shareholders Not Resident In Canada – Dividends on ICG Shares and New APM Shares” below for a general description of the taxation of dividends received by Non-Resident Holders under the Tax Act.

Assuming that the fair market value of all ICG Shares at the time of their distribution under the Arrangement does not exceed the “paid-up capital” in respect of all APM Shares immediately before that time, a Non-Resident Holder whose APM Shares are exchanged for New APM Shares and ICG Shares under the Arrangement should be considered to have disposed of the APM Shares for proceeds of disposition equal to the greater of: (i) the Non-Resident Holder’s adjusted cost base of the APM Shares immediately before the exchange; and (ii) the fair market value, at the time of the exchange, of the ICG Shares received by the Non-Resident Holder. Consequently, a Non-Resident Holder should realize a capital gain to the extent that the fair market value of the ICG Shares received on the Share Exchange exceeds the adjusted cost base of the Non-Resident Holder’s APM Shares at the time of the exchange. If the fair market value of all ICG Shares at the time of Share Exchange were to exceed the “paid-up capital” in respect of all APM Shares immediately before the exchange, the proceeds of disposition of the Non-Resident Holder’s APM Shares would be reduced by the amount of the dividend referred to in the previous paragraph that the Non-Resident Holder would be deemed to have received. See “APM Shareholders Not Resident In Canada– Taxation of Capital Gains and Capital Losses” below for a general description of the treatment of capital gains and losses to Non-Resident Holders under the Tax Act.

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition of APM Shares, APM Options, ICG Shares, or New APM Shares unless, at the time of the disposition, such shares are “taxable Canadian property” to the Non-Resident Holder and are not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder.

Provided the APM Shares, ICG Shares and New APM Shares are listed on a “designated stock exchange” (as defined for the purposes of the Tax Act), the APM Shares, ICG Shares, and New APM Shares (collectively, the “Subject Securities”) generally will not constitute “taxable Canadian property” of a Non-Resident Holder, unless, at any time during the 60-month period immediately preceding the disposition, the following two conditions were satisfied concurrently:

(i) 25% or more of the issued shares of any class or series of shares in the capital stock of APM or ICG, as applicable, were owned by or belonged to one or any combination of:

(a) the Non-Resident Holder;

(b) persons with whom the Non-Resident Holder did not deal at arm’s length for the purposes of the Tax Act; or

(c) partnerships in which the Non-Resident Holder or persons with whom the Non-Resident Holder did not deal at “arm’s length” held membership interests either directly or indirectly through one or more other partnerships, and

(ii) the APM Shares, ICG Shares or New APM Shares, as applicable, derived (directly or indirectly) more than 50% of their fair market value from one or any combination of real or immovable property situated in Canada, Canadian resource properties, timber resource properties, or options in respect of, or interests in, any such property, whether or not the property exists, all as defined for the purposes of the Tax Act.

Taxation of Capital Gains and Capital Losses

A disposition or deemed disposition of Subject Securities held by a Non-Resident Holder as capital property that are “taxable Canadian property” and are not “treaty-protected property” (each as defined for the purposes of the Tax Act) will give rise to a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition, less any reasonable costs of disposition, exceed (or are less than) the adjusted cost of such shares or options to the Non-Resident Holder at the time of actual or deemed disposition. Generally, one-half of any capital gain realized will be

required to be included in income as a taxable capital gain and will be taxed at applicable Canadian tax rates. One-half of any capital loss will be deductible, subject to certain limitations, against certain taxable capital gains in the year of disposition, the three preceding years or any subsequent year in accordance with the detailed provisions of the Tax Act. Non-Resident Holders to whom these rules may be relevant should consult their own tax advisers in this regard.

Dividends on ICG Shares and New APM Shares

Dividends paid, or credited, or deemed to be paid or credited, on ICG Shares or New APM Shares to a Non-Resident Holder generally will be subject to Canadian non-resident withholding tax at a rate of 25% of the gross amount of the dividend, unless the rate is reduced under the provisions of an applicable income tax convention. For example, the rate of withholding tax under the Canada-U.S. Income Tax Convention (1980), as amended (the "U.S. Treaty") applicable to a Non-Resident Holder who is an individual and a resident of the United States for the purposes of the US Treaty, is the beneficial owner of the dividend, and is entitled to claim all of the benefits afforded by the U.S. Treaty generally will be 15%.

Dissenting Non-Resident Holders

A Non-Resident Holder of APM Shares who dissents from the Arrangement (a "Dissenting Non-Resident Holder") will be deemed to have transferred such Holder's APM Shares to APM, and will be entitled to receive a payment from APM of an amount equal to the fair value of the Non-Resident Holder's APM Shares. Non-Resident Holders who intend to dissent from the Arrangement are urged to consult their own tax advisors.

A Dissenting Non-Resident Holder will be deemed to have received a taxable dividend equal to the amount by which the amount received from APM for such Non-Resident Holder's APM Shares, less an amount in respect of interest, if any, awarded by the Court, exceeds the "paid-up capital" in respect of such APM Shares (as determined for the purposes of the Tax Act). The amount of the dividend will be subject to Canadian non-resident withholding tax at the rate of 25% of the gross amount of the dividend, unless the rate is reduced under the provisions of an applicable income tax convention between Canada and the Dissenting Non-Resident Holder's country of residence.

A Dissenting Non-Resident Holder of APM Shares will also be considered to have disposed of the APM Shares for proceeds of disposition equal to the amount paid to such Dissenting Non-Resident Holder less an amount in respect of interest, if any, awarded by the Court and the amount of any deemed dividend. The Dissenting Non-Resident Holder will be subject to tax under the Tax Act on any gain realized as a result of the disposition if such shares constitute "taxable Canadian property" and are not "treaty-protected property" (each as defined for the purposes of the Tax Act) as discussed above under the heading "APM Shareholders Not Resident in Canada – Taxation of Capital Gains and Capital Losses".

Eligibility for Investment

New APM Shares and ICG Shares will be "qualified investments" under the Tax Act for a trust governed by a registered retirement savings plan, a registered retirement income fund, a registered education savings plan, a registered disability savings plan, a tax-free savings account, a first home savings account (collectively referred to as "Registered Plans") or a deferred profit sharing plan, at any particular time, provided the New APM Shares and ICG Shares are listed on a "designated stock exchange" (which currently includes the CSE) at that time.

Notwithstanding the foregoing, the holder or subscriber of, or an annuitant under, a Registered Plan, as the case may be, (each a "Plan Holder") will be subject to a penalty tax in respect of New APM Shares and ICG Shares held in the Registered Plan if such shares are a "prohibited investment" (as defined in the Tax Act) for the particular Registered Plan. A New APM Share or an ICG Share generally will not be a "prohibited investment" for a Registered Plan unless: (i) the Plan Holder does not deal at arm's length with New APM or ICG, as applicable, for the purposes of the Tax Act, or (ii) the Plan Holder has a "significant interest" (as defined in the Tax Act) in New APM or ICG, as applicable. In addition, the New APM Shares and the ICG Shares will not be a prohibited investment for a Registered Plan if such securities are "excluded property" (as defined in the Tax Act) in respect of such Registered Plan. Plan Holders are advised to consult their own tax advisors with respect to whether the New APM Shares or the ICG Shares are "prohibited investments" having regard to their particular circumstances.

ANNUAL MATTERS

This section includes information required to be presented by APM in an information circular for APM’s annual general meeting. A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described below. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled all such nominees will be declared elected or appointed by acclamation.

Interest of Certain Persons or Companies in Matters to be Acted Upon

Except as described under “The Arrangement” above, no director or executive officer of APM, nor any person who has held such a position since the beginning of the last completed financial year end of APM, nor any proposed nominee for election as a director of APM, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors, the appointment of the auditor and as set out herein.

Financial Statements

Pursuant to the BCBCA, the directors of APM will place before the shareholders at the Meeting the audited financial statements of APM for the years ended December 31, 2024 and 2023, together with the auditor’s report thereon, and the unaudited interim financial statements of APM for the nine months ended September 30, 2025, together with the Management Discussion and Analysis thereon. Shareholder approval is not required in relation to the financial statements. These financial statements may be viewed on www.sedarplus.ca under APM’s SEDAR profile.

Setting Number of Directors

The persons named in the enclosed Proxy intend to vote in favour of fixing the number of directors at five (5). The APM Board proposes that the number of directors remain at five (5). APM Shareholders will therefore be asked to approve an ordinary resolution that the number of directors elected be fixed at five (5).

Election of Directors

The term of office of each of the current directors of APM will expire at the Meeting. The board of directors of APM recommends that shareholders vote FOR the election of the five nominees of management listed in the following table.

Each director will hold office until his reelection or replacement at the next annual meeting of the shareholders unless he resigns his duties, or his office becomes vacant following his death, dismissal or any other cause prior to such meeting.

Unless otherwise instructed, proxies and voting instructions given pursuant to this solicitation by the management of APM will be voted for the election of the proposed nominees. If any proposed nominee is unable to serve as a director, the individuals named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their discretion.

Nominees for Election

The following are the nominees proposed for election as directors of APM, together with the number of voting securities of APM that are beneficially owned, directly or indirectly, or over which control or direction is exercised, by each nominee. All of the nominees are currently directors of APM. Each of the nominees has agreed to stand for election and we are not aware of any intention of any of them not to do so. If, however, one or more of them should become unable to stand for election, it is likely that one or more other persons would be nominated at the Meeting for election and, in that event, the persons designated in the form of proxy will vote in their discretion for a substitute nominee.

Name, Jurisdiction of Residence, and Present Office Held	Director Since	Principal Occupation During the Past Five years^{(1)}	Number of Securities Beneficially Owned, Directly or Indirectly^{(1)}
Warwick Smith
British Columbia, Canada
CEO and Director	July 1, 2017	Business consultant specializing in corporate finance and development for publicly traded companies, since 2004. CEO of the Company; former Interim President and Interim CEO of Silver Hammer Mining Corp. November 23, 2022 to February 2023.	1,212,833 common shares, 1,540,000 stock options, and 25,000 warrants^{(4)}
Eric Saderholm
Nevada, USA
Director, Managing Director of Exploration	January 25, 2018	Professional Geologist; former Exploration Manager for Newmont Mining Corp., President, Western Pacific Resources Corp., June 2009 to July 2015. President of the Company.	525,000 common shares and 1,540,000 stock options
Ken Cunningham^{(2)(3)}
Nevada, USA
Director	January 25, 2018	Professional Geologist; former President and CEO, Miranda Gold Corp., 2003 to 2016; past President, Geologic Society of Nevada.	300,000 common shares and 1,540,000 stock options^{(5)}
Joness Lang^{(2)(3)}
British Columbia, Canada
President and Director	October 31, 2019	Employee and Executive Vice President of Maple Gold Mines Ltd.; President of EBC Consulting Group Ltd.	288,333 common shares, 1,540,000 stock options and 25,000 warrants^{(6)}
Ali Hakimzadeh^{(2)}
British Columbia, Canada
Director	November 23, 2023	Managing Partner, Sequoia Partners Inc.	100,000 common shares, 740,000 stock options and 25,000 warrants

Notes:

(1) The information as to principal occupation, business or employment and common shares beneficially owned or controlled is not within the knowledge of the management of the Company and has been furnished by the respective nominees. Unless otherwise indicated, each nominee has held the same or a similar principal occupation with the organization indicated or a predecessor thereof for the last five years. The number of common shares beneficially owned by the above nominees for directors, directly or indirectly, is based on information furnished by the nominees themselves.

(2) Denotes a member of the Audit Committee.

(3) Denotes a member of the Compensation Committee.

(4) Of these securities, 575,333 common shares are held directly by Mr. Smith and 637,500 common shares are held by Harbourside Consulting Inc., a company owned and operated by Mr. Smith. Additionally, 1,540,000 options are held directly by Mr. Smith and 25,000 warrants are held by Harbourside Consulting Inc.

(5) Mr. Cunningham holds his common shares indirectly through the Cunningham Brock Trust. Mr. Cunningham holds his options directly.

(6) Mr. Lang holds his common shares through EBC Consulting Group Ltd., a company owned and operated by Mr. Lang. Mr. Lang holds his stock options directly, and his warrants through EBC Consulting Group Ltd.

Corporate Cease Trade Orders or Bankruptcies

Except as disclosed below, as at the date of this Circular, and within the last 10 years before the date of this Circular, no proposed director (or any of their personal holding companies) of the Company was a director, CEO or CFO of any company (including the Company) that:

(a) was subject to a cease trade or similar order or an order denying the relevant company access to any exemptions under securities legislation, for more than 30 consecutive days while that person was acting in the capacity as director, CEO or CFO; or

(b) was the subject of a cease trade or similar order or an order that denied the issuer access to any exemption under securities legislation in each case for a period of 30 consecutive days, that was issued after the person ceased to be a director, CEO or CFO in the company and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO.

Except as disclosed below, no director or executive officer of the Company, or a shareholder holding a sufficient number of securities of the Company to affect materially the control of the Company:

(a) is as at the date of this Circular or has been within 10 years before the date of this Circular, a director or executive officer of any company, including the Company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

(b) has within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangements or compromise with creditors, or had a receiver, receiver manager as trustee appointed to hold the assets of that individual.

Peter Mercer, the Company’s Senior Vice-President, Advanced Projects, was Vice-President of Rambler Metals, during which time Rambler Metals was granted a creditor protection order pursuant to the Companies’ Creditors Arrangement Act (Canada) on February 27, 2023 by the Supreme Court of Newfoundland and Labrador in order to seek an accommodation with its creditors.

None of the proposed directors (or any of their personal holding companies) has been subject to:

(a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

(b) any other penalties or sanctions imposed by a court or a regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Appointment of Auditor

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of the re-appointment of Davidson, of 609 Granville St #1200, Vancouver, BC V7Y 1H4, as auditor of APM to hold office until the next annual meeting of shareholders and the authorization of the directors of APM to fix its remuneration.

The directors of APM recommend that shareholders vote in favour of the appointment of Davidson as the auditor of APM, and the authorization of the directors of APM to fix their remuneration. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting. Davidson were appointed the auditor of the Company on February 27, 2018.

Passing of Option Plan

Unless otherwise instructed, the persons named in the enclosed proxy or voting instruction form intend to vote such proxy or voting instruction form in favour of re-approval of the APM Option Plan, as set forth in Appendix G to this Circular, approved by the APM Board on March 8, 2018.

The directors of APM recommend that shareholders vote in favour of the re-approval of the APM Option Plan. To be adopted, this resolution is required to be passed by the affirmative vote of a majority of the votes cast at the Meeting. For additional information on the APM Option Plan, please see “APM Option Plan” below.

Audit Committee and Relationship with Auditor

NI 52-110 requires the Company, as a venture issuer, to disclose annually in its Circular certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth in the following:

The Audit Committee’s Charter

The Audit Committee has a charter, which will remain the same following completion of the Arrangement. A copy of the Audit Committee Charter of new APM is attached to this Circular as Appendix I.

Composition of the Audit Committee

The current members of the Audit Committee are Ali Hakimzadeh (Chair), Joness Lang and Ken Cunningham. All members of the Audit Committee are considered to be financially literate. Mr. Hakimzadeh and Mr. Cunningham are not executive officers of the Company and, therefore, are independent members of the Audit Committee. Mr. Lang is an executive officer of the Company and is not considered to be an independent member of the Audit Committee.

A member of the Audit Committee is independent if the member has no direct or indirect material relationship with the Company. A material relationship means a relationship which could, in the view of the Company’s Board, reasonably interfere with the exercise of a member’s independent judgement.

A member of the Audit Committee is considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues. that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company.

Relevant Education and Experience

The following describes the education and experience of each member of the Audit Committee that is relevant to the performance of his responsibilities as an Audit Committee member:

Ali Hakimzadeh is a Managing Partner of Sequoia Partners Inc., a capital markets advisory and merchant banking boutique. Mr. Hakimzadeh has over 25 years of experience in the corporate financial services industry, collaborating and leading multiple transactions across North America. Mr. Hakimzadeh holds a Chartered Financial Analyst (CFA) designation, as well as a B.Sc. from the University of British Columbia and an MBA and M.Aq. from Simon Fraser University.

Mr. Hakimzadeh brings expertise in merchant banking, investment banking, corporate finance, and public venture capital. He has been involved in over $1 billion of financing and merger and acquisition activities in the small cap sector, helping emerging Canadian and US companies achieve success and optimum value. Mr. Hakimzadeh currently serves as the Chairman of the Board of Directors at HS GovTech Solutions Inc., a government software as a service (SaaS) company. Mr. Hakimzadeh was also appointed Chairman of the Board Directors of Plurilock Security Inc. in April 2024.

Joness Lang is an executive leader with 12+ years of capital markets and corporate development experience in the natural resource sector. Mr. Lang has significant capital raising and transaction experience, including negotiating and structuring project acquisitions, as well as joint-venture and strategic alliance partnerships. Mr. Lang is currently the Executive VP with Maple Gold Mines Ltd. where he recently co-led securing Agnico Eagle Mines Limited as a strategic partner. Since November 2023, Mr. Lang has been CEO and a director of Canter Resources Corp. a past director of Silver Hammer Mining Corp. Mr. Lang has served as an executive and has provided advisory services for numerous clients in the precious metals sector throughout his career. Mr. Lang holds a B.Com. degree (honours) from Royal Roads University and a Marketing Management Entrepreneurship diploma (honours) from the British Columbia Institute of Technology.

Ken Cunningham brings over 40 years’ experience in worldwide, diversified mineral exploration and mining geology from geologist to executive management. Mr. Cunningham has proven skills in management and organization of exploration and mining activities backed by an advanced skillset in all aspects of managing a public company. During his career he has been involved in detailed project evaluations and pre-feasibility work and has been involved in numerous discoveries and acquisitions, including several that have gone into production. For 12 years Mr. Cunningham served as the President and CEO of Miranda Gold Corp. He currently serves as a director of CopperBank Resources Corp. He also served on Red Eagle Mining’s board of directors from 2011 to 2015 and with Teras Resources from 2016 to 2019. He is a licensed Professional Geologist, has a Bachelor’s of Science degree in Geology from Oregon State University and a Master’s of Science degree from Texas Christian University and was a past president of the Geologic Society of Nevada.

Each member of the Company’s present and proposed Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements and the ability to assess the general application of those principles in connection with estimates, accruals and reserves;

(b) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and

Audit Committee Oversight

The Audit Committee has not made any recommendations to the APM Board to nominate or compensate any external auditor, other than Davidson.

Reliance on Certain Exemptions

The Company’s auditors, Davidson, have not provided any material non-audit services.

Pre-Approval Policies and Procedures

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services.

External Auditor Service Fees

The Audit Committee has reviewed the nature and amount of the non-audited services provided by Davidson to the Company to ensure auditor independence. The following table outlines the fees incurred with Davidson, who were appointed auditors of the Company on February 27, 2018 for audit and non-audit services in the last two financial years:

Nature of Services	Fees Paid to Auditor in Year Ended December 31, 2024	Fees Paid to Auditor in Year Ended December 31, 2023
Audit Fees^{(1)}	$135,000	$90,000
Audit-Related Fees^{(2)}	Nil	Nil
Tax Fees^{(3)}	$54,350	$43,100

All other Fees⁽⁴⁾
Nil
Nil

Total:
$189,350
$133,100

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits. Audit fees are estimated fees incurred for the year ended December 31, 2024.

(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities. Tax fees are estimated fees incurred for the year ended December 31, 2024.

(4) “All Other Fees” include all other non-audit services.

Exemption

The Company is relying upon the exemption in section 6.1 of NI 52-110 in respect of the composition of its Audit Committee and in respect of its reporting obligations under NI 52-110 for the year ended December 31, 2024. This exemption exempts a “venture issuer” from the requirement to have 100% of the members of its Audit Committee independent, as would otherwise be required by NI 52-110.

EXECUTIVE COMPENSATION

Securities legislation requires the disclosure of the compensation received by each NEO of APM for the most recently completed financial year. “Named Executive Officer” is defined by the legislation to mean: (i) the Chief Executive Officer of APM; (ii) the Chief Financial Officer of APM; (iii) the most highly compensated executive officer or the most highly compensated individual acting in a similar capacity, other than the Chief Executive Officer and Chief Financial Officer, at the end of the most recently completed financial year and whose total compensation was, individually, more than C$150,000 for that financial year; and (iv) each individual who would be a “Named Executive Officer” under paragraph (iii) but for the fact that the individual was neither an executive officer of APM, nor acting in a similar capacity, at the end of the most recently completed financial year.

During the year ended December 31, 2024, the Company had four NEOs: Warwick Smith, the CEO of the Company; Joness Lang, the President of the Company, Alnesh Mohan, the CFO and Corporate Secretary of the Company, and Peter Mercer, Senior Vice President, Advance Projects and President of Constantine North Inc.

Compensation Discussion and Analysis

The Company does not have a formal compensation program. The APM Board, through the Compensation Committee, meets to discuss and determine management compensation, without reference to formal objectives, criteria or analysis.

The APM Board also assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Company. The APM Board receives independent competitive market information on compensation levels for executives.

The compensation for executives includes four components: base consulting fees, bonus (if applicable), stock options and perquisites. As a package, the compensation components are intended to satisfy the objectives of the compensation program (that is, to attract, retain and motivate qualified executives). There are no predefined or standard termination payments, change of control arrangements or employment contracts.

Philosophy and Objectives

The Company’s compensation policies and programs are designed to be competitive with similar mining exploration companies and to recognize and reward executive performance consistent with the success of the Company’s business. The compensation program for the senior management of the Company is designed to ensure that the level and form of compensation achieves certain objectives, including (a) attracting and retaining talented, qualified and effective executives, (b) motivating the short and long-term performance of these executives; and (c) better aligning their interests with those of the Company’s shareholders.

In compensating its senior management, the Company has encouraged equity participation and in furtherance thereof employs the APM Option Plan, which was adopted by the APM Board on March 8, 2018.

Equity Participation

The Company believes that encouraging its executives and employees to become shareholders is the best way of aligning their interests with those of its shareholders. Equity participation has been accomplished through the issuance of APM Shares and the APM Option Plan. Options are granted to executives and employees taking into account a number of factors, including the amount and term of Options previously granted, base consulting fees and bonuses and competitive factors. The amounts and terms of Options granted are determined by the APM Board.

Given the evolving nature of the Company’s business, the APM Board continues to review the overall compensation plan for senior management so as to continue to address the objectives identified above.

Option-Based Awards

The Company has established the APM Option Plan to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company. Management proposes Option grants to the APM Board based on such criteria as performance, previous grants, and hiring incentives. All Option grants require approval of the APM Board.

The APM Option Plan is administered by the APM Board and provides that Options will be granted to directors, officers, employees or consultants of the Company or a Subsidiary of the Company.

See “Securities Authorized For Issuance Under Equity Compensation Plans” for further information on the APM Option Plan.

Compensation of Named Executive Officers and Directors Excluding Compensation Securities

The following table sets forth information concerning the total compensation, excluding APM Options and other compensation securities, paid in the financial years ended December 31, 2024 and 2023 to those persons who were Named Executive Officers or directors of APM for the financial year ended December 31, 2024:

Name and Position	Year	Salary, consulting fee, retainer or commission (C$)	Bonus (C$)	Committee or meeting fees (C$)	Value of perquisites (C$) (8)	Value of all other compensation (C$)	Total compensation (C$)
Warwick Smith (1)(2)
Director and Chief Executive Officer	2024	$307,066	Nil	Nil	Nil	Nil	$307,066
	2023	$307,066	Nil	Nil	Nil	$112,450	$419,516
Joness Lang (3)	2024	$115,500	Nil	Nil	Nil	Nil	$115,500
	2023	$122,985	Nil	Nil	Nil	$112,450	$235,435

President and Director
Alnesh Mohan^{(4)(5)}
Chief Financial Officer and Corporate Secretary	2024	$300,329	Nil	Nil	Nil	Nil	$300,329
	2023	$310,414	Nil	Nil	Nil	$112,450	$422,864
Peter Mercer
Senior Vice President, Advance Projects and President of Constantine North Inc.	2024	$278,600	Nil	Nil	Nil	Nil	$278,600
	2023	$206,944	Nil	Nil	Nil	$112,450	$319,394

Notes:
(1) Mr. Smith has served as the CEO of the Company since July 1, 2017. Compensation was provided for Mr. Smith’s capacity as an officer, and not as a director of the Company.
(2) Management fees paid to Harbourside Consulting Inc., a company owned and operated by Mr. Smith, CEO of the Company.
(3) Mr. Lang has served as President of the Company since July 31, 2023. Compensation was provided for Mr. Lang’s capacity as an officer, and not as a director of the Company.
(4) Mr. Mohan has served as CFO and Corporate Secretary of the Company since March 12, 2021.
(5) Management fees paid to Quantum, an accounting firm in which Mr. Mohan is an incorporated partner.

Employment, Consulting and Management Agreements

Except as disclosed herein, the Company does not have any contracts, agreements, plans or arrangements in place with any NEOs that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive) resignation, retirement, a change of control of the Company or a change in a NEO's responsibilities.

On December 15, 2017, Warwick Smith entered into a consulting agreement which provides that he is entitled to receive US$120,000 per annum. The consulting agreement provides that he is entitled to receive six months of the consulting fee in the event of any termination of the consulting agreement without cause by the Company, or a payment of twelve months of the consulting fee in the event of any termination of the consulting agreement by Mr. Smith or the Company occurring within six months of a change of control. Effective June 1, 2020, the Company increased the annual consulting fees payable to Mr. Smith to $18,250 per month. Effective January 1, 2023, the Company increased the annual consulting fees payable to Mr. Smith to USD$224,825 per annum.

On January 15, 2018, Eric Saderholm entered into an employment agreement with APMUS pursuant to which he would act as President of APMUS. Under the employment agreement, Mr. Saderholm is entitled to receive US$140,000 per annum plus bonuses, including a US$30,000 bonus payable in 2018 on or before the March 8, 2018, which was the listing date of the Company’s common shares on the CSE. The employment agreement provides that he is entitled to receive a minimum of six months’ base salary in the event of any termination of employment without cause by the Company, or a payment of twelve months base salary in the event of any termination of employment by Mr. Saderholm or the Company occurring within six months of a change of control. Effective January 1, 2023, the Company increased the annual salary payable to Mr. Saderholm to USD$210,163 per annum.

On March 12, 2021, Alnesh Mohan entered into a consulting agreement through Quantum to provide CFO and accounting support services to the Company. Quantum is entitled to receive $10,000 per month for the provision of CFO and accounting support services. The consulting agreement provides that Quantum is entitled to receive a minimum of six months of the consulting fee in the event of any termination of the consulting agreement without cause by the Company, or a payment of twelve months of the consulting fee in the event of any termination of the

consulting agreement by the Company occurring within six months before or after twelve months following a change of control.

On August 1, 2023, Joness Lang entered into a consulting agreement through EBC Consulting to provide executive management services to the Company. Mr. Lang is entitled to receive $216,000 per annum for the provision of consulting services. The consulting agreement provides that EBC Consulting is entitled to receive a minimum of six months of the consulting fee in the event of any termination of the consulting agreement without cause by the Company, or a payment of twelve months of the consulting fee in the event of any termination of the consulting agreement by the Company occurring within six months before or twelve months following a change of control.

Outstanding Option-Based Awards

The purpose of granting Options is to assist the Company in compensating, attracting, retaining and motivating its NEOs and to closely align the personal interests of such persons to that of the shareholders. In determining the number of Options to be granted to the NEOs, the APM Board considers the number of Options, if any, previously granted to each NEO and the exercise price of any outstanding Options to ensure that such grants are in accordance with the CSE.

The following table sets out all Option-based awards outstanding as at the financial year ended December 31, 2024 for each NEO. There were no share-based awards granted to any of the NEOs:

Option-based Awards
Name and Principal Position	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)
Warwick Smith
Director and Chief Executive Officer	400,000
300,000
500,000
740,000	$0.49
$0.27
$1.01
$0.25	July 22, 2025
May 27, 2026
February 28, 2027
November 23, 2028	Nil
Nil
Nil
Nil
Joness Lang
President and Director	400,000
300,000
500,000
740,000	$0.49
$0.27
$1.01
$0.25	July 22, 2025
May 27, 2026
February 28, 2027
November 23, 2028	Nil
Nil
Nil
Nil
Alnesh Mohan
Chief Financial Officer and Corporate Secretary	300,000
350,000
740,000	$0.27
$1.01
$0.25	May 27, 2026
February 28, 2027
November 23, 2028	Nil
Nil
Nil
Peter Mercer
Senior Vice President, Advance Projects and President of Constantine North Inc.	740,000	$0.25	November 23, 2028	Nil

Note:
(1) This amount is the difference between (i) the market value of the securities underlying the options on December 31, 2024, which was $0.175, being the last trading day of the APM Shares for the financial year and (ii) the exercise price of the options.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

Termination and Change of Control Benefits

There are no compensatory plans or arrangements with respect to any NEO resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of an NEO’s responsibilities following a change in control, other than as is disclosed above under “Employment, Consulting and Management Agreements”.

APM Option Plan

The Board approved the adoption of the APM Option Plan on March 8, 2018.

The APM Option Plan is a rolling plan, and a maximum of 10% of the issued and outstanding common shares of the Company at the time an Option is granted, less common shares reserved for issuance on exercise of APM Options then outstanding under the APM Option Plan, are reserved for APM Options to be granted at the discretion of the APM Board to eligible optionees. At the date of this Circular, there were 11,295,546 Options outstanding.

The material terms of the APM Option Plan are disclosed in the Company’s Final Prospectus dated February 27, 2018, which was filed on SEDAR+ at www.sedarplus.ca on February 27, 2018 and are specifically incorporated by reference into, and forms an integral part of, this Circular.

A copy of the APM Option Plan is available for inspection at the offices of the Company at 400-1681 Chestnut Street, Vancouver, BC V6J 4M6, T: 604.737.2303.

Shareholder Approval

At the Meeting, APM Shareholders will be asked to consider and vote on the ordinary resolution to re-approve the APM Option Plan, with or without variation. The APM Board recommends that shareholders vote in favour of the APM Option Plan.

Director Compensation

Outstanding Option-Based Awards

The following table sets forth for each director, other than those who are also NEOs of the Company, all awards outstanding at the end of the most recently completed financial year ended December 31, 2024. There were no share-based awards in the most recently completed financial year ended December 31, 2024.

Name	Option-based Awards
	Number of securities underlying unexercised options (#)	Option exercise price ($)	Option expiration date	Value of unexercised in-the-money options ($)(1)
Ken Cunningham	400,000	$0.49	July 22, 2025	Nil
	300,000	$0.27	May 27, 2026	Nil
	500,000	$1.01	February 28, 2027	Nil
	740,000	$0.25	November 23, 2028	Nil
Ali Hakimzadeh	740,000	$0.25	November 23, 2028	Nil

The Company has its APM Option Plan for the granting of APM Options to the directors, officers, employees and consultants. The purpose of granting such Options is to assist the Company in compensating, attracting, retaining and motivating the directors, officers, employees and consultants and to closely align the personal interests of such persons to that of the shareholders.

During the financial year ended December 31, 2024, no share based awards were granted or vested to directors who were not NEOs of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The only equity compensation plan the Company has in place is the APM Option Plan which was previously approved by the APM Board on March 8, 2018. The APM Option Plan was adopted by the APM Board effective on the date the APM Shares listed on the CSE.

The APM Option Plan is administered by the APM Board and has been established to provide incentive to qualified parties to increase their proprietary interest in the Company and thereby encourage their continuing association with the Company.

The APM Option Plan provides that Options will be issued to directors, officers, employees and service providers of the Company or a Subsidiary of the Company.

The APM Option Plan provides that the number of common shares issuable under the APM Option Plan, together with all of the Company's other previously established or proposed share compensation arrangements, may not exceed 10% of the aggregate number of common shares outstanding from time to time.

APM Options may be granted under the APM Option Plan to such service providers of the Company and its affiliates, if any, as the APM Board may from time to time designate. The exercise prices will be determined by the APM Board, but will, in no event, be less than the closing market price of common shares on (a) the trading say prior to the date of grant of the APM Options; and (b) the date of grant of the APM Options. All APM Options granted under the APM Option Plan will expire not later than the date that is ten years from the date that such APM Options are granted.

Options granted under the APM Option Plan are not transferable or assignable other than by testamentary instrument or pursuant to the laws of succession.

The following table sets out equity compensation plan information as at the financial year ended December 31, 2024.

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights ($)	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders	13,465,796	0.46	8,443,009
Equity compensation plans not approved by securityholders	Nil	Nil	Nil
Total:	13,465,796		8,443,009

INDEBTEDNESS OF DIRECTORS AND OFFICERS

No director or officer of APM, or any associate or affiliate of such person is or has ever been indebted to APM; nor has any such person's indebtedness to any other entity been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by APM.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as otherwise disclosed this Circular, to the knowledge of management of APM, no informed person (a director, officer or holder of 10% or more of the APM Shares) or nominee for election as a director of APM or any associate

or affiliate of any informed person or proposed director had any interest in any transaction which has materially affected or would materially affect APM or any of its subsidiaries during the most recently completed financial year end, or has any interest in any material transaction in the current year. The directors and officers of APM have an interest in the resolutions concerning the approval of the Arrangement, the election of directors and ratification and approval of the APM Option Plan. In particular, Warwick Smith (Chief Executive Officer and Director of APM), Joness Lang (President and Director of APM), and Ali Hakimzadeh (Director of APM) each acquired 1,000,000 ICG Shares at a price of $0.03 per ICG Share in early October 2025, which may be considered to constitute an interest in connection with the Arrangement. Except as described above, no director or senior officer of APM or any associate of the foregoing has any substantial interest, direct or indirect, by way of beneficial ownership of shares or otherwise in the matters to be acted upon at the Meeting, except for any interest arising from the ownership of APM Shares where such director or officer of APM will receive no extra or special benefit or advantage not shared on a pro rata basis by all APM Shareholders, including as a result of the Arrangement.

MANAGEMENT CONTRACTS

Except as set out herein, there are no management functions of the Company which are to any substantial degree performed by a person or company other than the directors or senior officers of the Company.

CORPORATE GOVERNANCE DISCLOSURE

General

Effective June 30, 2005, National Instrument 58-101 and NP 58-201 were adopted in each of the provinces and territories of Canada. NI 58-101 requires issuers to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices.

The Board believes that good corporate governance improves corporate performance and benefits all Shareholders. The CSA have adopted NP 58-201, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Company. In addition, the CSA has implemented National Instrument 58-101F2 Disclosure of Corporate Governance Practices, which prescribes certain disclosure by the Company of its corporate governance practices. This section sets out the Company's approach to corporate governance and addresses the Company's compliance with NI 58-101.

Board of Directors

Directors are considered to be independent if they have no direct or indirect material relationship with the Company. A "material relationship" is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director's independent judgment.

Management has been delegated the responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company's business in the ordinary course, managing cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board facilitates its independent supervision over management by reviewing and approving long-term strategic, business and capital plans, material contracts and business transactions, and all debt and equity financing transactions. Through its Audit Committee, the Board examines the effectiveness of the Company's internal control processes and management information systems. The Board reviews executive compensation and recommends stock option grants.

The independent members of the Board are Ken Cunningham and Ali Hakimzadeh.

The non-independent members of the Board are Warwick Smith, CEO of the Company, Joness Lang, President of the Company and Eric Saderholm, the former President of the Company who resigned from his officer position on July 31, 2023.

The following directors of the Company are directors of other reporting issuers:

Warwick Smith is a director of Canter Resources Corp. and Trail Blazer Capital Corp.

Joness Lang is a director of Canter Resources Corp. and Apex Critical Metals Corp.
Eric Saderholm is a director of Canter Resources Corp.
Ken Cunningham is a director of Canter Resources Corp.
Ali Hakimzadeh is a director of Plurilock Security Inc.

Orientation and Continuing Education

When new directors are appointed, they receive orientation, commensurate with their previous experience, on the Company’s properties, business, technology and industry and on the responsibilities of directors.

Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to the shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by the Company, this policy will be reviewed.

Compensation

The Board determines compensation for the directors and CEO, following recommendations from the Compensation Committee.

Other Board Committees

In addition to the Audit Committee, the Board has established a Compensation Committee that is responsible for determining and recommending to the Board the compensation for the CEO and other NEOs. The current members of the Compensation Committee are Ken Cunningham and Joness Lang.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees.

INFORMATION CONCERNING NEW APM (APM AFTER THE ARRANGEMENT)

Upon completion of the Arrangement, each APM Shareholder, other than a Dissenting Shareholder, will remain a securityholder of APM. Following completion of the Arrangement, APM will continue as a public company, but will no longer own American Pacific Mining (US) Inc. (“APMUS”) or Clearview Gold Inc. (“CGI”), each of which will be acquired by ICG pursuant to the Arrangement.

Annual financial statements of APM for the years ended December 31, 2024 and 2023, unaudited interim financial statements of APM for the nine months ended September 30, 2025, are publicly filed under APM’s profile on www.sedarplus.ca.

INFORMATION CONCERNING ICG

Upon completion of the Arrangement, each APM Shareholder, other than a Dissenting Shareholder, will become a securityholder of ICG. Information relating to ICG is contained in Appendix F to this Circular. The audited financial statements of ICG and accompanying notes thereto are attached as Exhibit A to Appendix F of this Circular. The audited carve-out financial statements of APMUS and CGI for the years ended December 31, 2024 and 2023, as well as the unaudited consolidated carve-out financial statements for the nine months ended September 30, 2025, and accompanying notes thereto are attached as Exhibit B to Appendix F of this Circular. The unaudited pro forma consolidated financial statements of ICG as at September 30, 2025 and for the nine-month period ended September 30, 2025 and year ended December 31, 2024, and accompanying notes thereto are attached as Exhibit C to Appendix F of this Circular

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed in this Circular, no director or executive officer of APM, or any person who has held such a position since the beginning of APM’s financial year ended December 31, 2024, nor any nominee for election as a director of APM, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors and the Arrangement, and as may be set out herein.

Without limiting the foregoing, and as described under “The Arrangement” above, Warwick Smith (Chief Executive Officer and Director of APM), Joness Lang (President and Director of APM), and Ali Hakimzadeh (Director of APM) each acquired 1,000,000 ICG Shares at a price of $0.03 per ICG Share in early October 2025, which may be considered to constitute an interest in connection with the Arrangement.

INTERESTS OF EXPERTS

APM’s auditors are Davidson, who prepared an independent auditor’s report dated April 30, 2025 in respect of APM’s consolidated financial statements for the years ended December 31, 2024 and 2023. As of the date of this Circular, Davidson has informed APM that it is independent of APM in accordance with the Code of Professional Conduct of the Chartered Professionals Accountants of British Columbia.

No director, officer, partner or employee of any of the aforementioned companies and partnerships is currently expected to be elected, appointed or employed as a director, officer or employee of APM or of any associates or affiliates of APM.

AUDITOR, REGISTRAR AND TRANSFER AGENT

The auditor of APM is Davidson, 609 Granville St #1200, Vancouver, BC V7Y 1H4.

The registrar and transfer agent for the APM Shares is TSX Trust of 733 Seymour Street, Suite 2310, Vancouver, BC V6B 0S6.

OTHER MATTERS

Management of APM is not aware of any matters to come before the Meeting other than as set forth in the Notice of Meeting that accompanies this Circular. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the APM Shares represented thereby in accordance with their best judgment on such matter.

ADDITIONAL INFORMATION

You may obtain additional financial information about APM in APM’s audited consolidated financial statements and MD&A for the years ended December 31, 2024 and 2023, which have been filed with the applicable securities commissions and are available for viewing, together with APM’s other public disclosure documents, under APM’s profile on SEDAR at www.sedarplus.ca. Copies of APM’s financial statements may be obtained without charge upon request to APM at Suite 1500, Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7.

APPROVAL OF DIRECTORS

The contents and sending of this Circular, including the Notice of Meeting, have been approved and authorized by the APM Board.

January 23, 2026

BY ORDER OF THE BOARD OF DIRECTORS

Warwick Smith
Chief Executive Officer and Director
American Pacific Mining Corp.

APPENDIX A
ARRANGEMENT RESOLUTION

BE IT RESOLVED, AS A SPECIAL RESOLUTION, THAT:

(1) The arrangement (the “Arrangement”) under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the “BCBCA”), as more particularly described and set forth in the management information circular (the “Circular”) of American Pacific Mining Corp. (“APM”) dated January 23, 2026, accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is authorized, approved and adopted.

(2) The plan of arrangement (the “Plan of Arrangement”), involving APM, APM’s two wholly-owned subsidiaries, American Pacific Mining (US) Inc. (“APMUS”) and Clearview Gold Inc. (“CGI”) and ICG Silver & Gold Ltd. (“ICG”), and implementing the Arrangement, the full text of which is set out in Appendix B to the Circular (as the Plan of Arrangement may be, or may have been, modified or amended in accordance with its terms), is authorized, approved and adopted.

(3) The arrangement agreement between APM and ICG dated December 7, 2025, as amended January 21, 2026 (the “Arrangement Agreement”), and all the transactions contemplated therein, the actions of the directors of APM in approving the Arrangement and the actions of the directors and officers of APM in executing and delivering the Arrangement Agreement and any amendments thereto are confirmed, ratified, authorized and approved.

(4) The delisting of the existing common shares of APM from the Canadian Securities Exchange (the “CSE”) in connection with the completion of the Arrangement, and the listing and posting for trading of the new common shares of APM issued pursuant to the Arrangement on the CSE, are hereby authorized and approved.

(5) Notwithstanding that this resolution has been passed (and the Arrangement approved) by the shareholders of APM or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of APM are authorized and empowered, without further notice to, or approval of, the shareholders of APM:

(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or

(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.

(6) Any one director or officer of APM is hereby authorized, for and on behalf and in the name of APM, to execute and deliver, whether under corporate seal of APM or otherwise, all such agreements, forms waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Arrangement in accordance with the terms of the Arrangement Agreement, including, but not limited to:

(a) all actions required to be taken by or on behalf of APM, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and

(b) the signing of the certificates, consents, Notice(s) of Alteration and all other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by APM,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

A-1

B-1

APPENDIX B

PLAN OF ARRANGEMENT

See attached.

PLAN OF ARRANGEMENT

ARTICLE 1

INTERPRETATION

1.1 Definitions

In this Plan of Arrangement, unless the context requires, the following terms will have the respective meanings set out below:

"Acquisition" has the meaning ascribed to such term in the Arrangement Agreement.

"APM" means American Pacific Mining Corp., a company incorporated under the laws of British Columbia.

"APM Board" means the board of directors of APM, as may be constituted from time to time.

"APM Option Plan" means the existing stock option plan of APM, as updated and amended from time to time.

"APM Optionholders" means the holders of APM Options.

"APM Options" means the outstanding options to purchase APM Shares granted pursuant to the APM Option Plan.

"APM Shareholders" means the holders of APM Shares.

"APM Shares" means the common shares in the authorized share structure of APM as constituted prior to the Effective Time.

"APM Warrantholders" means the holders of APM Warrants.

"APM Warrants" means the APM Share purchase warrants issued and outstanding immediately before the Effective Time.

"APMUS" means American Pacific Mining (US) Inc., a wholly-owned direct subsidiary of APM, incorporated under the laws of Nevada.

"Arrangement" means the arrangement under section 288 of the BCBCA contemplated by this Plan of Arrangement.

"Arrangement Agreement" means the Arrangement Agreement dated December 7, 2025 between APM and ICG.

"Arrangement Resolution" means the special resolution to be considered and voted on by APM Shareholders at the Meeting to approve the Arrangement, to be in substantially the form attached as Schedule B to the Arrangement Agreement.

"BCBCA" means the Business Corporations Act (British Columbia), as amended, and the regulations thereunder.

A - 1

"Court" means the Supreme Court of British Columbia.

"Consideration Shares" has the meaning ascribed to such term in the Arrangement Agreement.

"CSE" means the Canadian Securities Exchange.

"CGI" means Clearview Gold Inc., a wholly-owned direct subsidiary of APM, incorporated under the laws of British Columbia.

"Depository" means TSX Trust Company or such other institution as APM may select.

"Direct Registration Advice" means written evidence of the book entry issuance or holding of shares issued to the holder by the transfer agent of such shares.

"Dissent Rights" has the meaning set out in section 3.1 of this Plan of Arrangement.

"Dissent Shares" means the APM Shares held by a Dissenting Shareholder in respect of which the Dissenting Shareholder has duly and validly exercised the Dissent Rights.

"Dissenting Shareholder" means a registered APM Shareholder who has duly and validly exercised the Dissent Rights.

"Effective Date" means the date selected by APM as being the date upon which the Arrangement first becomes effective.

"Effective Time" means 12:01 a.m. (Pacific Daylight Time) on the Effective Date, or such other time on the Effective Date as determined by APM.

"Encumbrance" includes, with respect to any property or asset, any mortgage, pledge, assignment, hypothec, charge, lien, security interest, adverse right or claim, other third party interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing.

"Exchange Ratio" has the meaning ascribed to such term in the Arrangement Agreement.

"Final Order" means the final order of the Court approving the Arrangement as such order may be amended by the Court at any time before the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal.

"Final Proscription Date" has the meaning set out in section 4.6 of this Plan of Arrangement.

"Former APM Shareholder" means a holder of APM Shares immediately before the Effective Time.

"ICG" means ICG Silver & Gold Ltd., a company incorporated under the laws of British Columbia.

"ICG Option Plan" means the stock option plan to be adopted by ICG pursuant to this Plan of Arrangement and the Arrangement Agreement, on substantially similar terms as the APM Option Plan and as may otherwise be modified, amended or restated as more particularly described in the Information Circular.

A - 2

"ICG Options" means options to acquire ICG Shares issued pursuant to the ICG Option Plan, including the ICG Options to be issued pursuant to this Plan of Arrangement.

"ICG Shares" means the common shares in the authorized share structure of ICG.

"In The Money Amount" means, at a particular time with respect to a APM Option, New APM Option or ICG Option, the amount if any, by which the fair market value of the underlying security exceeds the exercise price of the applicable option at such time.

"Information Circular" means, collectively, the notice of meeting and the management information circular of APM, including all schedules thereto, to be sent to APM Shareholders in connection with the Meeting.

"Interim Order" means the interim order of the Court in respect of the Arrangement providing for, among other things, the calling and holding of the Meeting, as the same may be amended, supplemented, or varied by the Court.

"Letter of Transmittal" means the letter of transmittal for use by registered APM Shareholders in connection with the Arrangement.

"Meeting" means the annual and special meeting of the APM Shareholders (including any adjournment or postponement thereof) to be called and held in accordance with the Interim Order to consider, among other things, the Arrangement Resolution.

"New APM Options" means options to acquire New APM Shares that will be issued to APM Optionholders in accordance with this Plan of Arrangement.

"New APM Shares" has the meaning ascribed to such term in subsection 2.3(c)(ii).

"Parties" means APM and ICG, and "Party" means any one of them.

"Person" means any individual, partnership, firm, trust, body corporate, government, governmental body, agency or instrumentality, unincorporated body of persons or association.

"Plan of Arrangement", "hereof", "herein", "hereunder" and similar expressions mean this plan of arrangement and any amendments, variations or supplements hereto made in accordance with the terms hereof or the Arrangement Agreement or at the direction of the Court in the Final Order.

"Purchased Shares" has the meaning given to it in the Share Exchange Agreement.

"Registrar" means the Registrar of Companies appointed under the BCBCA.

"Share Exchange Agreement" means the share exchange agreement, in the form attached to this Plan of Arrangement as Appendix A, to be entered into by APM, CGI, APMUS and ICG regarding the transfer of the Purchased Shares to ICG.

"Tax Act" means the Income Tax Act (Canada), as amended, and the regulations thereunder.

"United States" or "U.S." means the United States of America, any territory or possession thereof, any state of the United States, and the District of Columbia.

1.2 Interpretation Not Affected by Headings, etc.

A - 3

The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and other portions and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article”, “Section”, “Subsection” or “Paragraph” followed by a number and/or a letter refer to the specified Article, Section, Subsection or Paragraph of this Plan of Arrangement.

1.3 Number and Gender

In this Plan of Arrangement, unless the context otherwise requires, words importing the singular include the plural and vice versa. Words importing gender include all genders.

1.4 Time

Time will be of the essence in every matter or action contemplated in this Plan of Arrangement. All times expressed herein are local time (Vancouver, British Columbia) unless otherwise stipulated.

1.5 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

ARTICLE 2 ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which will occur in the order set forth herein. If there is any conflict or inconsistency between the provisions of this Plan of Arrangement and the Arrangement Agreement, the provisions of this Plan of Arrangement will govern.

2.2 Binding Effect

At the Effective Time, the Arrangement will be binding on:

(a) APM;
(b) CGI;
(c) APMUS;
(d) ICG; and
(e) all APM Shareholders.

2.3 The Arrangement

Commencing at the Effective Time, except as otherwise noted herein, the following will occur and will be deemed to occur in the following order without any further act or formality on the part of any Person:

(a) the Share Exchange Agreement will be effected;

(b) all Dissent Shares held by Dissenting Shareholders will be deemed to have been transferred to APM, and:

(i) each Dissenting Shareholder will cease to have any rights as a APM Shareholder other than the right to be paid by APM, in accordance with the Dissent Rights, the fair value of such Dissent Share;

(ii) the Dissenting Shareholder’s name will be removed as the holder of such Dissent Share from the central securities register of APM;

(iii) the Dissent Shares will be cancelled; and

(iv) the Dissenting Shareholder will be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Dissent Shares;

(c) APM will undertake a reorganization of capital within the meaning of Section 86 of the Tax Act, which organization will occur in the following order:

(ii) a class consisting of an unlimited number of common shares without par value (the “New APM Shares”) will be created, the identifying name of the New APM Shares will be “Common Shares”;

(iii) each outstanding APM Share will be exchanged (without any further act or formality on the part of the APM Shareholder), free and clear of all Encumbrances, for one (1) New APM Share and that number of ICG Shares that is equal to the Exchange Ratio and the APM Shares will thereupon be cancelled, and:

(A) the holders of APM Shares will cease to be the holders thereof and cease to have any rights or privileges as holders of APM Shares;

(B) the holders’ names will be removed from the securities register of APM; and

(C) each APM Shareholder will be deemed to be the holder of the New APM Shares and the ICG Shares exchanged for the APM Shares, in each case, free and clear of any Encumbrances, and will be entered into the securities register of APM and ICG as the registered holder thereof;

(iv) each outstanding APM Option to acquire one APM Share will be exchanged for:

(A) one New APM Option to acquire one New APM Share having an exercise price equal to the product of the original exercise price of the APM Option multiplied by the fair market value of a New APM Share at the Effective Time divided by the sum of the fair market value of a New APM Share

A - 5

and the fair market value of that number of ICG Shares that is equal to the Exchange Ratio at the Effective Time; and

(B) one ICG Option to acquire that number of ICG Shares that is equal to the Exchange Ratio, each whole ICG Option having an exercise price equal to the product of the original exercise price of the APM Option multiplied by the fair market value of that number of ICG Shares that is equal to the Exchange Ratio at the Effective Time divided by the sum of the fair market value of one New APM Share and that number of ICG Shares that is equal to the Exchange Ratio at the Effective Time.

provided that the aforesaid exercise prices will be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the New APM Option and the ICG Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the APM Option so exchanged. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of APM Options and ICG agrees to promptly issue ICG Shares upon the due exercise of ICG Options.

(v) each outstanding APM Warrant will be deemed to be amended to 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.

(vi) the authorized share capital of APM will be amended by (A) the elimination of the APM Shares and the special rights and restrictions attached to such shares, and (B) the creation of special rights and restrictions for the New APM Shares as set out in Appendix "B" to this Plan of Arrangement; and to reflect such amendments, the notice of articles will be deemed to be amended accordingly; and
(vii) the capital of APM in respect of the New APM Shares will be an amount equal to the paid-up capital for the purposes of the Tax Act in respect of the APM Shares immediately prior to the Effective Time, less the fair market value of the ICG Shares distributed on such exchange as determined by the APM Board;

provided that none of the foregoing will occur or be deemed to occur unless all of the foregoing occurs or is deemed to occur.

2.4 Fair Market Value

For the purposes of section 2.3 above fair market value of the New APM Shares and the ICG Shares will be determined by the APM Board, acting in good faith.

2.5 Adjustment

In the event that the number of outstanding APM Shares changes between the date hereof and the Effective Time, the Exchange Ratio referred to in this Plan of Arrangement will be adjusted so that it is calculated by dividing 7,500,000 Consideration Shares by the number of outstanding APM Shares immediately prior to the Effective Time.

2.6 No Fractional Shares or Options

Notwithstanding any other provision of this Arrangement, no fractional ICG Shares will be distributed to the APM Shareholders and no fractional ICG Options will be distributed to the APM Optionholders and, as a result, all fractional amounts arising under this Plan of Arrangement will be rounded down to the next whole number without any compensation therefor. Any ICG Shares not distributed as a result of so rounding down will be cancelled by ICG.

2.7 Deemed Fully Paid and Non-Assessable Shares

All New APM Shares issued pursuant hereto will be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the BCBCA.

ARTICLE 3

DISSENT RIGHTS

3.1 Dissent Rights

(a) A registered APM Shareholder may exercise dissent rights in connection with the Arrangement Resolution in the manner set out in the BCBCA (the "Dissent Rights"), as modified by the Interim Order.

(b) Without limiting the generality of the foregoing, Dissenting Shareholders who duly exercise Dissent Rights and who:

(i) are ultimately paid fair value for their Dissent Shares will be paid by APM and will be deemed to have transferred their Dissent Shares in accordance with Subsection 2.3(a); or

(ii) are ultimately not entitled, for any reason, to be paid fair value for the Dissent Shares will be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as non-dissenting holders of APM Shares and will be entitled to receive the shares that such holders would have received pursuant to Subsection 2.3(b) if such holders had not exercised Dissent Rights.

(c) In no circumstances will APM, ICG or any other Person be required to recognize a Person as a Dissenting Shareholder unless such Person is a registered holder of those APM Shares in respect of which such rights are sought to be exercised.

(d) For greater certainty, in no case will APM, ICG or any other Person be required to recognize Dissenting Shareholders as holders of New APM Shares or ICG Shares, as applicable, after the Effective Time, and the names of all Dissenting Shareholders will be deleted from the central securities register of APM as of the Effective Time.

A - 7

(e) For greater certainty, in addition to any other restrictions in the BCBCA and the Interim Order, APM Shareholders who vote, have voted or have instructed a proxyholder to vote in favor of the Arrangement Resolution will not be entitled to exercise Dissent Rights.

ARTICLE 4

SECURITIES AND RELATED CERTIFICATES

4.1 Right to New APM Shares and ICG Shares

(a) Subject to Section 4.6 hereof, as soon as practicable following the later of the Effective Time and the date of surrender to the Depositary for cancellation of certificate(s) (if any) that immediately before the Effective Time represented one or more outstanding APM Shares that were exchanged for New APM Shares and ICG Shares in accordance with Subsection 2.3(c) hereof, together with such other documents and instruments contemplated by the Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Former APM Shareholder of such surrendered certificate(s) (if any) will be entitled to receive in exchange therefor, and the Depositary will, and APM and ICG, as applicable, will cause the Depositary to, deliver to such Former APM Shareholder share certificates or Direct Registration Advices representing the New APM Shares and the ICG Shares that such Former APM Shareholder is entitled to receive, in accordance with this Plan of Arrangement.

(b) Subject to Article 3 and Section 4.6, after the Effective Time and until surrendered for cancellation as contemplated by Subsection 4.1(a) hereof, each certificate that immediately before the Effective Time represented one or more APM Shares will be deemed at all times to represent only the right to receive in exchange therefor the New APM Shares and ICG Shares that the holder of such certificate (if any) is entitled to receive in accordance with Subsection 2.3(c) hereof.

4.2 Option Agreements

The stock option agreements for the APM Options will be deemed to be amended by APM to reflect the adjusted exercise price of the New APM Options and ICG will enter into stock option agreements for the ICG Options issued pursuant to Subsection 2.3(c)(iv)(B) above, subject to entry into such stock option agreements by the holders of such ICG Options.

4.3 Lost Certificates

If any certificate that immediately before the Effective Time represented one or more outstanding APM Shares that were exchanged for the New APM Shares and ICG Shares in accordance with Subsection 2.3(c) hereof, has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary will deliver in exchange for such lost, stolen or destroyed certificate, the New APM Shares and ICG Shares that such holder is entitled to receive in accordance with Section 4.1 hereof. When authorizing such delivery of New APM Shares and ICG Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such New APM Shares and ICG Shares is to be delivered will, as a condition precedent to the delivery of such New APM Shares and ICG Shares, give an indemnity bond satisfactory to APM, ICG and the Depositary in such amount as APM, ICG and the Depositary may direct, or otherwise indemnify APM, ICG and the Depositary in a manner satisfactory to APM, ICG and the Depositary, against any claim that may be made against APM, ICG or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and will otherwise take such actions as may be required by the articles of APM.

A - 8

A - 9

4.4 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to New APM Shares or ICG Shares with a record date after the Effective Time will be delivered to the holder of any unsurrendered certificate that, immediately before the Effective Time, represented outstanding APM Shares unless and until the holder of such certificate will have complied with the provisions of Sections 4.1 or 4.2 hereof. Subject to applicable law and to Section 4.6 hereof, at the time of such compliance, there will, in addition to the delivery of New APM Shares and ICG Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of all dividends or other distributions with a record date after the Effective Time theretofoe paid with respect to such New APM Shares or ICG Shares.

4.5 Withholding Rights

APM, ICG and the Depositary will be entitled to deduct and withhold from all dividends, distributions or other amounts otherwise payable to any Former APM Shareholder such amounts as APM, ICG or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act or any provision of any applicable federal, provincial, state, local or foreign tax law or treaty. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the Former APM Shareholder in respect of which such deduction and withholding was made, provided, however, that such withheld amounts are actually remitted to the appropriate taxing authority. To the extent that any shares or other non-cash consideration is required to be deducted or withheld from any payment to a Former APM Shareholder, any of APM, ICG or the Depositary is hereby authorized to sell or otherwise dispose of shares or other consideration as is necessary to provide sufficient funds to enable APM, ICG or the Depositary to comply with all deduction or withholding requirements applicable to it, and APM, ICG or the Depositary will notify the holder thereof and remit to the holder thereof any unapplied balance of the net proceeds of such sale.

4.6 Limitation and Proscription

Subject to Article 3, to the extent that a Former APM Shareholder will not have complied with the provisions of Sections 4.1 or 4.2 hereof on or before the date that is six (6) years after the Effective Date (the "Final Proscription Date"), then the New APM Shares and ICG Shares that such Former APM Shareholder was entitled to receive will be automatically cancelled without any repayment of capital in respect thereof and such New APM Shares and ICG Shares, will be delivered to APM or ICG, as applicable, by the Depositary and the share certificates or Direct Registration Advices representing such New APM Shares and ICG Shares will be cancelled, and the interest of the Former APM Shareholder in such New APM Shares and ICG Shares will be terminated as of the Final Proscription Date.

4.7 No Encumbrances

Any exchange or transfer of securities pursuant to this Plan of Arrangement will be free and clear of any Encumbrances of any kind.

4.8 Paramountcy

From and after the Effective Time:

(a) this Plan of Arrangement will take precedence and priority over any and all APM Shares issued before the Effective Time;

(b) the rights and obligations of the registered holders of APM Shares, APM, APMUS, CGI and ICG, will be solely as provided for in this Plan of Arrangement; and

(c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any APM Share outstanding as at the Effective Time will be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5

AMENDMENT AND WITHDRAWAL

5.1 Amendment of Plan of Arrangement

(a) APM reserves the right to amend, modify and supplement this Plan of Arrangement at any time and from time to time, provided that any amendment, modification or supplement must be contained in a written document that is approved by each of APM and ICG, acting reasonably, and which is filed with the Court and, if made following the Meeting, approved by the Court and communicated to APM Shareholders in the manner required by the Court (if so required).

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by APM (if approved in accordance with section 5.1(a) above) at any time before or at the Meeting with or without any other prior notice or communication and if so proposed and accepted by the APM Shareholders voting at the Meeting will become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement which is approved or directed by the Court following the Meeting will be effective only if it is consented to by APM and ICG (each acting reasonably).

(d) Notwithstanding the above, any amendment that concerns a matter that is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any Person in his, her or its capacity as an APM Shareholder, will not require Court approval or communication to the APM Shareholders.

5.2 Withdrawal of Plan of Arrangement

This Plan of Arrangement may be withdrawn before the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

FURTHER ASSURANCES

6.1 Further Assurances

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties to the Arrangement Agreement will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be

A - 10

required by any of them in order further to document or evidence any of the transactions or events set out therein.

A - 11

Appendix A

FORM

SHARE EXCHANGE AGREEMENT

See attached.

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT is made as of the 7th day of December, 2025,

AMONG:

ICG SILVER & GOLD LTD., a company incorporated under the laws of the Province of British Columbia

(the "Purchaser"),

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, together with APMUS, the "Targets"),

AND

AMERICAN PACIFIC MINING CORP., a company incorporated under the laws of the Province of British Columbia

(the "Vendor").

WHEREAS:

A. APMUS is the legal and beneficial holder of, among other things, the Tuscarora Property (as defined herein);

B. CV Gold Inc., a wholly-owned subsidiary of CGI, is the legal and beneficial holder of the Danny Boy Property (as defined herein);

C. The Vendor is the legal and beneficial owner of all of the issued and outstanding common shares in the capital of APMUS (the "APMUS Shares") and all of the issued and outstanding common shares in the capital of CGI (the "CGI Shares" and, together with the APMUS Shares, the "Purchased Shares"); and

D. The Purchaser has agreed to purchase all of the Purchased Shares as of the Closing Date (as defined herein)) in exchange for (i) 11,500,000 Payment Shares, of which 7,500,000 Payment Shares will be distributed pursuant to the Distribution and 4,000,000 Payment Shares will be retained by the Purchaser, and (ii) a certain contingent payment, on the terms and conditions set forth in this Agreement (the "Transaction"); and

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the covenants, agreements, representations and warranties set out below, the Parties covenant and agree as follows:

Interpretation

1.1 Definitions

In this Agreement, unless there is something in the subject matter or context inconsistent therewith or unless otherwise specifically provided:

(a) “Additional Claims” means, collectively, the Additional Danny Boy Claims and the Additional Tuscarora Claims.

(b) “Additional Danny Boy Claims” means the mineral claims set forth below the heading “Danny Boy Property” in Exhibit B to this Agreement;

(c) “Additional Tuscarora Claims” means the mineral claims set forth below the heading “Tuscarora Property” in Exhibit B to this Agreement;

(d) “Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with, a Party. For purposes of the preceding sentence, “control” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting securities, contract, voting trust or otherwise;

(e) “Agreement” means this share exchange agreement, including its recitals and any exhibits, and as amended and supplemented;

(f) “AML Legislation” means financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970 (also known as the Bank Secrecy Act), as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada), the anti-money laundering statutes of all applicable jurisdictions the rules and regulations thereunder, and any related or similar rules or regulations, issued, administered or enforced by any Governmental Authority;

(g) “Anti-Corruption Laws” means the Corruption of Foreign Public Officials Act (Canada), the Criminal Code (Canada), the U.S. Foreign Corrupt Practices Act of 1977, as amended, and the provisions of any other similar or equivalent anti-corruption or anti-bribery laws of any jurisdiction;

(h) “APM Data Room” means the virtual data room established by the Vendor in connection with the Transaction;

(i) “APM Diligence Information” means the documents provided or made available to the Purchaser by the Vendor following execution of the letter of intent between the Vendor and the Purchaser dated October 14, 2025 dated for the purposes of its due diligence in connection with the Transaction, including all documents included in the APM Data Room;

(j) “Applicable Law” or “Law” in respect of any Party, this Agreement or the Transaction, means all laws, statutes, treaties, regulations, and enforceable judgments, orders and decrees, applicable to that Party, this Agreement or the Transaction and, in each case having the force of law, all applicable official directives, rules, protocols, consents, approvals, authorizations, and orders of any Governmental Authority having or purporting to have authority over that Party, this Agreement or the Transaction;

(k) “Arrangement Agreement” means the arrangement agreement between the Vendor and the Purchaser to which this Agreement is attached as Appendix A to Schedule A;

(l) “Business Day” means any day other than a Saturday, Sunday or any statutory holiday in the Province of British Columbia;

(m) “Charter Documents” means articles, articles of incorporation, notice of articles, memoranda, by-laws or any similar constating document of a corporate entity;

(n) “Closing” means the completion of the Transaction in accordance with the terms and conditions of this Agreement;

(o) “Closing Date” means the Effective Date (as defined in the Arrangement Agreement), or such other date as may be agreed upon in writing by the Vendor and the Purchaser;

(p) “Commencement of Commercial Production” means:

if a mill is located on the applicable Property, the last day of a period of 60 consecutive days in which, for not less than 45 days, the mill processed ore from such Property at not less than 70% of its rated concentrating capacity, and

if a mill is not located on the applicable Property, the last day of a period of 45 consecutive days during which ore has been shipped from such Property on a reasonably regular basis for the purpose of earning revenues,

but any period of time during which ore or concentrate is shipped from such Property for testing purpose or during which mill operations are undertaken as initial tune-up, will not be taken into account in determining the date of Commencement of Commercial Production;

(q) “Contracts” (individually, a “Contract”) means all written or oral outstanding contracts and agreements, leases (including the real property leases), third-party licenses, insurance policies, deeds, indentures, instruments, entitlements, commitments, undertakings and orders made by or to which a party is bound or under which a party has, or will have, any rights or obligations and includes rights to use, franchises, license and sub-licenses agreements and agreements for the purchase and sale of assets or shares;

(r) “Corporate Records” means the corporate records of a corporation, including: (i) its notice of articles, articles, by-laws or other constating documents, any unanimous shareholders agreement and any amendments thereto; (ii) all minutes of meetings and resolutions of shareholders, directors and any committee thereof; (iii) the share certificate books, register of shareholders, register of transfers and registers of directors and officers; and (iv) all accounting records;

(s) “CSE” means the Canadian Securities Exchange, operated by CNSX Markets Inc.;
(t) “Danny Boy NSR Royalty” means a royalty obligation equal to an aggregate of 1.5% of net smelter returns from the Danny Boy Property that is payable to NQ Holdings Inc. (1.0%) and CP Holdings Corporation (0.5%) upon the commencement of commercial production, of which the 0.5% payable to CP Holdings Corporation may be repurchased for US$500,000;
(u) “Danny Boy Property” means the mineral claims set forth below the heading “Danny Boy Property” in Exhibit A to this Agreement;
(v) “Distribution” has the meaning ascribed to it in the Arrangement Agreement;
(w) “Effective Date” has the meaning ascribed to it in the Arrangement Agreement;
(x) “Effective Time” has the meaning ascribed to it in the Arrangement Agreement;
(y) “Ely Gold Royalties” means, collectively: (i) $12,000 to be paid to Ely Gold Royalties Inc. on November 7, 2026, and each succeeding anniversary thereof; and (ii) the Ely Gold NSR Royalty;
(z) “Ely Gold NSR Royalty” means a production royalty, payable to Ely Gold Royalties Inc., based on the net smelter returns from the production and sale of minerals from the Tuscarora Property equal to: (i) for precious metals, 2%, if the average daily price per troy ounce of gold during the period of production of minerals from the Tuscarora Property for which the royalty is payable is less than or equal to $1,500; (ii) for precious metals, 3%, if the average daily price per troy ounce of gold during the period of production of minerals from the Tuscarora Property for which the royalty is payable is greater than $1,500 but less than or equal to $2,000; (iii) for precious metals, 4%, if the average daily price per troy ounce of gold during the period of production of minerals from the Tuscarora Property for which the royalty is payable is greater than $2,000; (iv) for all other minerals, 2.5%;
(aa) “Encumbrance” means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising:

a mortgage, assignment of receivable, lien, encumbrance, adverse claim, charge, execution, title defect, exception, right of pre-emption, privilege, security interest, hypothec or pledge, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), conditional sales contract, title retention agreement, and a subordination to any right or claim of others in respect thereof;

a claim, interest or estate against or in assets or property (whether real, personal, mixed, tangible or intangible), granted to or reserved or taken by any Person;

an option or other right to acquire, or to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);

any other encumbrance of whatsoever nature and kind against assets or property (whether real, personal, mixed, tangible or intangible); and

any agreement to create, or right capable of becoming, any of the foregoing;

(bb) “Environment” means the natural environment (including soil, land surface or subsurface strata, surface water, groundwater, sediment, ambient air (including all layers of the atmosphere), organic and inorganic matter and living organisms, including human health, and any other environmental medium or natural resource);

(cc) “Environmental Approvals” means all permits, certificates, licences, authorizations, consents, orders, grants, instructions, registrations, directions, approvals, rulings, decisions, decrees, conditions, notifications, orders, demands or other authorizations, whether or not having the force of law, issued or required by any Governmental Authority pursuant to any Environmental Law;

(dd) “Environmental Laws” means laws, Environmental Approvals, and agreements with Governmental Authorities aimed at or relating to, or imposing liability or standards of conduct for or relating to, development, operation, reclamation or restoration of properties; abatement of pollution; protection of the Environment; protection of wildlife, including endangered species; management, treatment, storage, disposal or control of, or exposure to, Hazardous Substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances or wastes;

(ee) “Excluded Liabilities” means:

(a) any liability of the Vendor or either of the Targets to any bank or other financial institution by way of loan or other credit facility;

(b) any liability of the Vendor or either of the Targets for any personal injuries claims arising by reason of the occurrence on or before the Effective Time of any injury, accident or other alleged damage-causing event with respect to the operations of the Vendor or either of the Targets on or before the Effective Time that provide the basis for a personal injury claim after the Effective Time;

(c) any liability of the Vendor or either of the Targets to its shareholders, affiliates or associates or any other person not dealing at arm’s length with any of them;

(d) any liability of the Vendor or either of the Targets for any Taxes (including penalties, fines and interest);

(e) any liability of the Vendor or either of the Targets for wages, salary, bonus, vacation pay or other remuneration, severance pay, pension obligations or other obligations, or for any claims pursuant to workers’ compensation or similar laws, relating to any employee while employed, engaged or retained by the Vendor or either of the Targets related to the operation and use of the Properties or any other properties or assets of the Targets;

(f) any liability of the Vendor or either of the Targets in respect of the Targets arising on or before the Effective Time, including, without limitation, any liability arising or accruing under any Contract on or before the Effective Time;

(g) any liability in respect of the Additional Claims arising on or before the Effective Time, if the Additional Claims are transferred to the Targets prior to the Effective Time;

(h) any liability in respect of an Additional Claim, if such Additional Claim is not transferred to a Target prior to the Effective Time;

(i) any liability of the Vendor or either of the Targets in relation to the Gooseberry property, South Lida property or Red Hill property of APMUS, and

(j) any liability of the Vendor or either of the Targets in relation to the Alpha property and Ziggurat property of CGI;

(ff) “Governmental Authority” means any national, provincial, state, regional, municipal or local government, governmental department, commission, board, bureau, agency, authority or instrumentality, or any Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any of the foregoing entities, including all tribunals, commissions, boards, bureaux, arbitrators and arbitration panels, and any authority or other Person controlled by any of the foregoing;

(gg) “Hazardous Substances” means any waste, contaminant, pollutant, dangerous substance, liquid waste, industrial waste, toxic substance, special waste, hazardous waste, hazardous material or hazardous substance or other substance that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, corrosive, explosive, infectious, carcinogenic, mutagenic or toxic or a pollutant or a contaminant under or pursuant to, or that could result in liability under, any applicable Environmental Laws including petroleum and all derivatives thereof or synthetic substitutes therefor, hydrogen sulphide, arsenic, cyanide, cadmium, lead, mercury, polychlorinated biphenyls (“PCBs”), PCB-containing equipment and material, mould, asbestos, asbestos-containing material, urea-formaldehyde, urea-formaldehyde-containing material and any other material or substance that may impair, harm, adversely effect, impact, degrade or damage the natural environment, the Environment, or the health of any individual, property or plant or animal life;

(hh) “Indemnified Party” has the meaning given to it in Section 10.3;

(ii) “Indemnifier” has the meaning given to it in Section 10.3;

(jj) “Indemnity Claim” has the meaning given to it in Section 10.3;

(kk) “Indigenous Claims” means any and all claims (whether or not proven) by any person to or in respect of:

(i) rights, title or interests of any Indigenous Group by virtue of its status as an Indigenous Group;

(ii) treaty or Aboriginal rights;

(iii) rights to cultural heritage;

(iv) any rights protected under the laws of the United States or Nevada;

(v) any rights pursuant to treaty land entitlement agreements, self-government agreements, or other agreements between an Indigenous Group and a Governmental Authority; or

(vi) specific or comprehensive claims being considered by the United States or Nevada;

(ll) “Indigenous Group” means any Indigenous person or people, any Native American person or people, or aboriginal person or people, native person or people, indigenous person or people, or any person or group asserting or otherwise claiming an aboriginal right (including aboriginal title), treaty right or any other aboriginal or Native American interest, and any person or group representing, or purporting to represent, any of the foregoing;

(mm) “Indigenous Information” means any and all written documents or electronic and other communications and any oral communications respecting Indigenous Claims, the issuance of any Permit that involves Indigenous Claims and the duty to consult an Indigenous Group;

(nn) “Intellectual Property Rights” means any and all intellectual property and intellectual property rights, including: (i) patents and patent applications; (ii) trademarks, service marks, trade names, trade dress, logos, domain names, corporate names and registrations and applications for registration thereof, together with all of the goodwill associated therewith; (iii) copyrights (registered or unregistered), and registrations and applications for registrations thereof; and (iv) trade secrets, know-how, and other similar confidential information;

(oo) “Knowledge”, with respect to any Party, means knowledge of any officer, director or individual acting in a similar capacity of such Party after reasonable inquiry, and for greater certainty, where a representation or warranty refers to the knowledge of more than one Party, each such Party is giving such representation and warranty to its own knowledge only and knowledge of one such Party shall not be imputed to any other such Party;

(pp) “Material Adverse Effect” means (i) any change, effect, fact, circumstance or event which, individually or when taken together with any other changes, effects, facts, circumstances or events, could reasonably be expected to be materially adverse to the assets, liabilities, condition (financial or otherwise), business, properties or results of operation of the Purchaser or the Vendor, as applicable, or (ii) a material impairment of or delay in the ability of the parties (or any one of them) to perform their obligations hereunder or consummate the Transaction;

(qq) “Novo NSR Royalty” means a royalty obligation equal to 0.5% of net smelter returns from the Tuscarora Property that is payable to Novo Resources Corp., which may be reduced to 0% upon payment of US$500,000;

(rr) “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

(ss) “Ownership Limit” has the meaning given to it in section 2.5 of this Agreement;

(tt) “Parties” means the parties to this Agreement and “Party” means any one of them;

(uu) “Payment Shares” means Purchaser Shares to be issued to the Vendor at the Effective Time as part of the consideration for the Acquisition;

(vv) “Permit” means any license, permit, certificate, consent, order, grant, approval, classification, registration, flagging or other authorization of and from any Governmental Authority;

(ww) “Person” means an individual, legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, unincorporated organization or Governmental Authority;

(xx) “Proceeding” means any action, claim, demand, lawsuit, assessment, arbitration, judgment, award, decree, order, injunction, prosecution and investigation, or other similar proceeding;

(yy) “Properties” means the Tuscarora Property and the Danny Boy Property and “Property” means any one of them;

(zz) “Purchased Shares” has the meaning given to it in the recitals of this Agreement;

(aaa) “Purchaser” has the meaning given to it in the preamble of this Agreement;

(bbb) “Purchaser Shares” means common shares without par value in the capital of the Purchaser;

(ccc) “Release” means any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the Environment;

(ddd) “Remedial Action” means any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, cleanup, remediation, closure, site restoration, remedial response or remedial work, in each case in relation to environmental matters;

(eee) “Sanctions Laws” means economic and financial sanctions laws administered, enacted or enforced from time to time by Government Authorities of Canada, United States, European Union, United Kingdom, or United Nations Security Council;

(fff) “Sanctioned Person” means (i) any Person currently identified, listed or designated under the Sanctions Laws, (ii) any Person located, organized, resident, doing business or operating in a country or territory that is, or whose government is, the subject of Sanctions Laws which prohibit a person resident in, or a national of, Canada, the United States, the United Kingdom, or the European Union from doing business with or in that jurisdiction, or (iii) any person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a person described in clause (i) or (ii);

(ggg) “Special Warrant” has the meaning given to it in section 2.5 of this Agreement;

(hhh) “Securities Laws” means the securities legislation having application, the regulations and rules thereunder and all administrative policy statements, instruments, blanket orders, notice, directions and rulings issued or adopted by the applicable securities regulatory authority, as amended;

(iii) “Tax Act” or any reference to a specific provision thereof means the Income Tax Act (Canada) and legislation of any legislature of any province or territory of Canada and any regulations thereunder in force of like or similar effect;

(jjj) “Tax Return” means all returns, declarations, designations, elections, forms, schedules, reports and other documents of every nature whatsoever required to be filed with any Governmental Authority with respect to any Taxes;

(kkk) “Taxes” means all forms of taxes, duties, fees, premiums, assessments, imposts, contributions, levies and other charges of any kind whatsoever imposed in the Canada or elsewhere, including all interest, penalties, fines, charges, additions to tax or other additional amounts imposed in respect thereof or in respect of the failure to make any return or payment or the making of any incorrect or incomplete return or the failure to maintain records (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education, national insurance and social security taxes, surtaxes, customs duties and import and export taxes, licence, franchise and registration fees and employment insurance, health insurance and pension plan premiums or contributions), and “Tax” has a corresponding meaning;

(III) “Technical Report” means the technical report entitled “Technical Report Tuscarora Property, Elko County, Nevada, USA” prepared by Van Phu Bui, P. Geo., and dated effective March 31, 2020;

(mmm) “Third Party” has the meaning given to it in Section 9.3;

(nnn) “Title Opinions” means the title opinions in respect of the title matters and ownership interests of each of the Properties to be dated as of the Effective Date;

(ooo) “Transaction” has the meaning set forth in the recitals of this Agreement; and

(ppp) “Tuscarora Property” means the mineral claims set forth below the heading “Tuscarora Property” in Exhibit A to this Agreement.

1.2 Gender, Number and Other Terms

In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing gender include all genders, “or” is not exclusive and “including” is not limiting, whether or not non-limiting language (such as “without limitation”) is used with reference thereto.

1.3 Headings

The inclusion of headings in this Agreement is for convenience only and shall not affect the construction or interpretation of this Agreement.

1.4 Statutes

Unless otherwise stated, any reference to a statute includes and is a reference to such statute and to the regulations made pursuant to it, with all amendments thereto and in force from time to time, and to any statute or regulations that may be passed which supplement or supersede such statute or such regulations.

1.5 Currency

Except where otherwise expressly provided, all monetary amounts in this Agreement are stated in Canadian dollars.

1.6 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein. Each Party irrevocably submits to the jurisdiction of the courts in the Province of British Columbia with respect to any matter arising under or related to this Agreement.

1.7 Cross-References

Unless otherwise stated, a reference in this Agreement to a designated article, section, subsection, paragraph or other subdivision or to an exhibit or schedule is to the designated article, section, subsection, paragraph or other subdivision of, or exhibit or schedule to, this Agreement.

1.8 References to Whole Agreement

Unless otherwise stated, the words “herein”, “hereof”, “hereby” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, section, subsection, paragraph or other subdivision, exhibit or schedule.

1.9 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct. To the extent that any such provision is found to be invalid, illegal or unenforceable, the parties hereto shall act in good faith to substitute for such provision, to the extent possible, a new provision with content and purpose as close as possible to the provision so determined to be invalid, illegal or unenforceable.

1.10 Exhibits

The appendices to this Agreement, listed below, are an integral part of this Agreement, and must be completed and attached before the Closing Date for this Agreement to be fully-integrated and thereafter enforceable by or against either party:

Exhibit	Description
Exhibit “A”	Properties
Exhibit “B”	Additional Claims

2. Purchase and Sale of Purchased Shares

2.1 Purchase and Sale

Subject to the terms and conditions hereof, the Vendor covenants and agrees to sell, assign and transfer to the Purchaser, and the Purchaser covenants and agrees to purchase from the Vendor, all of the Purchased Shares, which are beneficially owned by the Vendor at the time of Closing.

2.2 Purchase Price

In consideration for the acquisition of the Purchased Shares, the Purchaser shall:

(a) issue from treasury to the Vendor at the time of Closing, 11,500,000 Payment Shares, free and clear of any Encumbrances; and

(b) pay to the Vendor US$5,000,000 payable upon the Commencement of Commercial Production at either the Tuscarora Property or Danny Boy Property (the “Contingent Payment”). For greater certainty and the avoidance of doubt, the Contingent Payment shall only be payable once and shall also apply to any Additional Claims transferred to the Purchaser pursuant to this Agreement.

2.3 Section 85 of the Tax Act

The Vendor shall be entitled to make a joint income tax election with the Purchaser, pursuant to Section 85 of the Tax Act (and any analogous provision of provincial income tax law) with respect to the sale of the Purchased Shares by the Vendor pursuant to this Agreement by providing two signed copies of the necessary joint election forms (the “Joint Election Forms”) to the Purchaser no later than 60 days after the Closing Date duly completed with the details of the number of Purchased Shares transferred and the applicable agreed amounts for the purposes of such joint elections as determined by the Vendor in its sole discretion, all in compliance with requirements imposed under the Tax Act (or applicable provincial income tax law). In such event, the Purchaser shall, within 30 days after receiving the completed Joint Election Forms from the Vendor, sign and return them to the Vendor for filing with the Canada Revenue Agency (or the applicable provincial tax authority). Neither the Purchaser, nor any successor corporation shall be responsible for the proper completion of any Joint Election Form nor, except for the obligation to sign and return, within 30 days of receipt, duly completed Joint Election Forms which are received within 60 days of the Closing Date, for any taxes, interest or penalties resulting from the failure of the Vendor to properly complete or file such Joint Election Forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial legislation).

2.4 Excluded Liabilities

Effective as of the Effective Time, the Purchaser will not assume, pay, perform, or discharge any of the Excluded Liabilities or any other liabilities or obligations of the Vendor or either of the Targets not associated with the Properties (including, if applicable, any Additional Claims transferred to the Purchaser), all of which will remain the sole responsibility of the Vendor.

2.5 Special Warrants in Lieu of Consideration Shares

(a) If the issuance of any Payment Shares to the Vendor would result in the Vendor becoming an insider of the Purchaser under applicable securities laws, then, subject to the approval of the CSE, the Purchaser shall issue to the Vendor, in lieu of that portion of such Payment Shares that would result in the Vendor

becoming an insider of the Purchaser, an equivalent number of special warrants in the capital of the Vendor (the "Special Warrants");

(b) Each Special Warrant shall entitle the Vendor to acquire, for no additional consideration and upon the conversion thereof, one Purchaser Share, provided that such conversion will not cause the Vendor to an insider of the Purchaser under applicable securities laws (the "Ownership Limit").

(c) Each Special Warrant shall: (i) be convertible only to the extent that such conversion does not result in the Seller exceeding the Ownership Limit, and further, shall be convertible upon not less than 61 days' prior written notice to the Purchaser or immediately upon the announcement of a sale, merger, take-over, arrangement or other equivalent transaction involving the Purchaser or any of the Properties, including, if applicable, any Additional Claims transferred to the Purchaser (at all times subject to the Ownership Limit); (ii) be non-transferable and non-assignable, except to an Affiliate of the Vendor with the prior written consent of the Purchaser and, if required, the CSE; and (iii) confer no voting, dividend or other shareholder rights prior to conversion. The Special Warrants shall be in a form agreed to by the parties, each acting reasonably, and subject to acceptance by the CSE.

3. Representations and Warranties of the Vendor

3.1 Representations and Warranties of the Vendor regarding the Targets

The Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on the following representations and warranties in connection with the Transaction:

(a) Status. Each Target is duly incorporated and validly existing under the laws of the British Columbia or Nevada, as applicable, and has full power and capacity to enter into this Agreement, carry out the Transaction and duly observe and perform all its obligations contained in this Agreement;

(b) Subsidiaries. Each Target has no subsidiaries, except for, in the case of CGI, CV Gold Inc.;

(c) Due Authorization. The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by the Targets pursuant to this Agreement, and the completion of the Transaction have been duly authorized by all necessary corporate action on the part of each Target and this Agreement has been duly executed and delivered by the Targets and constitutes a legal, valid and binding obligation of the Targets, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;

(d) Interests. Each Target does not own any shares in or other securities of, or have any interest in the asset or business of, any Person, except for, in the case of CGI, CV Gold Inc.;

(e) Compliance with Applicable Laws. Each Target is, in all material respects, conducting its business in compliance with all Applicable Laws, rules and regulations of each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted, except where the failure to be so

qualified or the absence of any such licence, registration or qualification does not and would not have a Material Adverse Effect on the Target;

(f) Bankruptcy. No bankruptcy, insolvency or receivership proceedings have been instituted by either Target, to the knowledge of the Vendor, or are pending against either Target;

(g) Title. Each Target has good and marketable title to its properties and assets (other than property or an asset as to which such Target is a lessee, in which case it has a valid leasehold interest), including such Target’s respective Properties, except for such defects in title that individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect on such Target;

(h) Encumbrances. The Properties held by each Target, respectively, are free and clear of all Encumbrances, except for, in the case of the Tuscarora Property, the Ely Gold Royalties and the Novo NSR Royalty, and in the case of the Danny Boy Property, the Danny Boy NSR Royalty.

(i) Government Approvals. There is no authorization, approval, order, license, permit, consent, release or waiver or any other action of, or any registration, declaration, filing or notice with or to any Governmental Authority, court, board or arbitrator that is required for the execution or delivery by either Target of this Agreement, or the completion or performance by either Target of the Transaction, or the validity or enforceability of this Agreement against the Targets;

(j) No Other Agreements. Other than as contemplated in this Agreement, no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment for the purchase from either Target of any of its assets or property;

(k) Tax. Each Target has duly filed on a timely basis all tax returns required to be filed by it and has paid all taxes which are due and payable and has paid all assessments and reassessments, and all other taxes, governmental charges, penalties, interest and fines due and payable on or before the date hereof, and adequate provision has been made for taxes payable for the current period for which tax returns are not yet required to be filed. There are no actions, suits or claims asserted or assessed against the Targets in respect of taxes, governmental charges or assessments, nor are any matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by such Governmental Authority, and each Target has withheld from each payment made by it to any person and remitted to the proper tax and other receiving offices within the time required all income tax and other deductions required to be withheld from such payments;

(l) No Filings. There is no requirement for each Target to make any filing with, give any notice to or to obtain any permit, certificate, registration, authorization, consent or approval of any Governmental Authority as a condition to the lawful consummation of the Transaction;

(m) Books and Records. Other than any deficiencies which would not reasonably be likely to have a Material Adverse Effect on either Target, the Corporate Records of each Target are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and

with the constating documents of each Target. The APM Diligence Information includes complete and correct copies of the constating documents of each Target, as amended to the date of this Agreement, and neither the Vendor nor either of the Targets has taken any action to amend or supersede such documents;

(n) Employment. Each Target does not have any employees and is not a party to any employment, management or consulting agreement of any kind whatsoever;

(o) Material Facts. This Agreement does not contain any untrue statement by either Target of a material fact nor has either Target omitted to state in this Agreement a material fact necessary in order to make the statements contained herein not misleading;

(p) Properties.

(i) The mineral claims comprising the Properties held by the Targets are fully and accurately described in all material respects in Exhibit "A" hereof.

(ii) The mineral claims comprising the Additional Claims are fully and accurately described in all material respects in Exhibit "B" hereof.

(iii) Each of the Properties has been duly and validly staked or otherwise properly and legally acquired by the Vendor in all material respects in accordance with the laws and regulations of Nevada.

(iv) Each Target has exclusive possession of, and the exclusive right to deal with, the Properties, as applicable, in accordance with applicable laws in the United States.

(v) Any and all assessment work required to have been performed and filed in respect of the Properties as of the date of this Agreement has been performed and filed in all material respects.

(vi) All material mining fees, Taxes and other payments required to have been paid in respect of the Properties as of the date of this Agreement have been paid.

(vii) Any and all material filings required to have been filed in respect of the Properties as of the date of this Agreement have been filed.

(viii) Other than as disclosed in this Agreement, to the knowledge of the Vendor, there are no back-in rights, earn-in rights, rights of first refusal, rights of first offer, option rights, royalty rights, rights of participation, joint ventures, or similar provisions which would materially affect the Properties.

(ix) To the knowledge of the Vendor, no portion of the Properties is within any protected area, conservation area, rescued area, reserve, reservation, reserved area, resource management zones or special needs, lands as designated by any Governmental Authority which could materially impair the operation and development of the Properties.

(x) To the knowledge of the Vendor, no restrictions have been imposed by any Governmental Authority on the rights of entry and exit to and from the Properties nor has there been any interference from any other person with respect to access rights;

(q) Permits. Each of the Targets holds all Permits required to own its Property and to conduct its operations as conducted as of the date of this Agreement except where the failure to hold any such Permit would not reasonably be expected to have a Material Adverse Effect on the Targets. All such Permits are, in all material respects, valid, in full force and effect, and in good standing. To the knowledge of the Vendor, no Permit is subject to challenge, appeal, condition, review, expiry, suspension, restriction or withdrawal, and no Permit will be terminated or impaired as a result of the Transaction.

(r) Outstanding Capital. Aside from each Target’s respective Purchased Shares, there are no other common shares of the Targets or securities convertible, exercisable or exchangeable into common shares of the Targets issued or outstanding; and

(s) Liabilities. Each Target does not have any liabilities, including and amounts payable to any party.

(t) Additional Claims. At the time of the Closing, but not at the time of the execution of this Agreement, references to “Properties” in the representations and warranties made by the Vendor in Sections 3.1(g), (h) and (p)(iii) to (x) shall also include the Additional Claims held by the Targets on or before the Closing and the reference to “Property” in Section 3.1(q) shall also include the respective Additional Claims held by each Target on or before the Closing.

3.2 Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon the following representations and warranties in connection with the Transaction:

(a) Status. The Vendor is duly incorporated and validly existing under the laws of the British Columbia, and has full power and capacity to enter into this Agreement, carry out the Transaction and duly observe and perform all its obligations contained in this Agreement;

(b) Subsidiaries. APMUS and CGI are wholly-owned subsidiaries of the Vendor;

(c) Share Ownership. The Vendor is the registered and beneficial owner of 100 APMUS Shares and 21,500,000 CGI Shares, comprising the Purchased Shares, free and clear of all liens, charges, mortgages, security interests, pledges, demands, claims and other encumbrances of any nature whatsoever;

(d) Due Authorization. The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by the Vendor pursuant to this Agreement, and the completion of the Transaction have been duly authorized by all necessary corporate action on the part of the Vendor and this Agreement has been duly executed and delivered by the Vendor and constitutes a legal, valid and binding obligation of the Vendor, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;

(e) Compliance with Applicable Laws. Each of the Targets is, in all material respects, conducting its business in compliance with all Applicable Laws, rules and regulations of

each jurisdiction in which its business is carried on and is duly licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable its business to be carried on as now conducted, except where the failure to be so qualified or the absence of any such licence, registration or qualification does not and would not have a Material Adverse Effect on the Targets, as applicable.

(f) Bankruptcy. No bankruptcy, insolvency or receivership proceedings have been instituted by the Vendor, to the knowledge of the Vendor, or are pending against the Vendor. No act or proceeding has been taken by or against the Vendor or either Target in connection with the dissolution, liquidation, winding up, bankruptcy, reorganization, compromise or arrangement of the Vendor or either Target or for the appointment of a trustee, receiver, manager or other administrator of the Vendor or either Target or any of its properties or assets nor, to the knowledge of the Vendor, is any such act or proceeding threatened. Neither the Vendor nor either Target has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation. Neither the Vendor nor either Target nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of the Vendor or either Target to conduct its business as it has been carried on prior to the date thereof, or that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Transaction;

(g) Government Approvals. There is no authorization, approval, order, license, permit, consent, release or waiver or any other action of, or any registration, declaration, filing or notice with or to any Governmental Authority, court, board or arbitrator that is required for the execution or delivery by the Vendor of this Agreement, or the completion or performance by the Vendor of the Transaction, or the validity or enforceability of this Agreement against the Vendor;

(h) No Other Agreements. Other than as contemplated in this Agreement, no person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, option, understanding or commitment for the purchase from the Vendor of any of its assets or property that are the subject of this Agreement;

(i) Tax. Each of the Targets has duly filed on a timely basis all tax returns required to be filed by it and has paid all taxes which are due and payable and has paid all assessments and reassessments, and all other taxes, governmental charges, penalties, interest and fines due and payable on or before the date thereof, and adequate provision has been made for taxes payable for the current period for which tax returns are not yet required to be filed. There are no actions, suits or claims asserted or assessed against the Targets in respect of taxes, governmental charges or assessments, nor are any matters under discussion with any Governmental Authority relating to taxes, governmental charges or assessments asserted by such Governmental Authority, and such Target has withheld from each payment made by it to any person and remitted to the proper tax and other receiving offices within the time required all income tax and other deductions required to be withheld from such payments;

(j) No Filings. There is no requirement for the Targets to make any filing with, give any notice to or to obtain any permit, certificate, registration, authorization, consent or approval of any Governmental Authority as a condition to the lawful consummation of the Transaction;

(k) Books and Records. Other than any deficiencies which would not reasonably be likely to have a Material Adverse Effect on the Targets, the Corporate Records of the Targets are complete and accurate in all material respects and all corporate proceedings and actions reflected therein have been conducted or taken in compliance with all Applicable Laws and with the constating documents of the Targets.

(l) Material Facts. This Agreement does not contain any untrue statement by the Vendor of a material fact nor has the Vendor omitted to state in this Agreement a material fact necessary in order to make the statements contained herein not misleading;

(m) No Adverse Effect. The execution and delivery of this Agreement does not, and the consummation of the Transaction will not, result in a breach or violation of the articles of the Vendor or of any resolutions of the directors or shareholders of the Vendor, or violate any provision of any applicable law or regulation or any judicial or administrative order, award, judgment or decree applicable to the Vendor;

(n) Anti-Corruption, AML and Sanctions.

(i) The Vendor, the Targets and their respective directors officers, employees, consultants, contractors, agents, intermediaries and other Persons acting on their behalf are, and have at all times been, in full compliance with all AML Legislation or Anti-Corruption Laws.

(ii) No Governmental Authority has initiated, asserted, threatened or conducted any investigation, inquiry, audit, review, summons, interview, request for information, enforcement action or proceeding in respect of AML Legislation or Anti-Corruption Laws relating to the Vendor, the Targets, or any Person acting on their behalf.

(iii) No payments, contributions, gifts, community payments, facilitation payments, donations, benefits or transfers of value have been made, offered, promised, authorized or received in connection with the Properties in violation of AML Legislation or Anti-Corruption Laws.

(iv) Neither the Vendor nor either Target nor any of their respective directors, officers, supervisors, managers, employees or agents is a Sanctioned Person. Neither the Vendor nor either Target (i) has assets or operations located in a jurisdiction in violation of Sanctions Laws, or (ii) directly or indirectly derives revenues from or engages in investments, dealings, activities or transactions with any Sanctioned Person or which otherwise violate Sanctions Laws;

(o) Litigation. There is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, formal (or, to the Vendor's knowledge, informal) investigation or inquiry before or by any Governmental Authority, or any material claim, action, suit, demand, arbitration, charge, indictment, hearing, demand letter or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding, including by any third party whatsoever (collectively, "Proceedings") against or involving the Vendor or either Target, or affecting any of their property or assets (whether in progress or, to the knowledge of the Vendor, threatened) and, to the knowledge of the Vendor, no event has occurred which would reasonably be expected to give rise to any such Proceedings. There is no judgment,

writ, decree, injunction, rule, award or order of any Governmental Authority outstanding against the Vendor or either Target in respect of its businesses, properties or assets;

(p) Expropriation. No written notice or Proceeding in respect of the taking, condemnation or expropriation by any Governmental Authority of any material part of the Properties has been given or commenced, nor, to the knowledge of the Vendor, is any such Proceeding or notice threatened;

(q) Technical Report.

(i) The Technical Report, at the time of filing thereof, complied in all material respects with the requirements of NI 43-101, was prepared in accordance with accepted mining, engineering, geoscience and other applicable industry standards and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not materially misleading.

(ii) The Vendor, or to the knowledge of the Vendor, its corporate predecessors, made available to the author of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them, and none of such information contained any material misrepresentation at the time such information was so provided. All of the material assumptions underlying any resource estimates in the Technical Report are reasonable and appropriate.

(iii) There has been no change, to the Vendor's knowledge, in mineral resources, mineral reserves or economic analysis from the Technical Report that constitutes a material change, in relation to the Vendor or that otherwise would require the filing of a new technical report under NI 43-101.

(r) Indigenous Claims.

(i) The Vendor has not received any Indigenous Claim or notice thereof which affects the Vendor or either Target nor, to the knowledge of the Vendor, has any Indigenous Claim been threatened which relates to any of the Vendor's properties, any Permits or the operation by the Vendor or either Target of its businesses in the areas in which such operations are carried on or in which any of the properties of the Vendor are located.

(ii) The Vendor and each Target has no outstanding agreements, memorandums of understanding or similar arrangements with any Indigenous Group.

(iii) There are no ongoing or outstanding discussions, negotiations, or similar communications with or by any Indigenous Groups concerning the Vendor and each Target or their respective business, operations or assets.

(iv) No Indigenous blockade, occupation, illegal action or on-site protest has occurred or, to the knowledge of the Vendor, has been threatened in connection with the activities on the properties of the Vendor.

(v) No Indigenous Information has been received by the Vendor or either Target which would have a Material Adverse Effect on the Vendor or either Target;

(s) NGOs and Community Groups. No dispute between the Vendor or either Target and any non-governmental organization, community, or community group exists or, to the knowledge of the Vendor, is threatened or imminent with respect to any of the properties or operations of the Vendor or either Target. The Vendor has provided the Purchaser and its representatives with full and complete access to all material correspondence received by the Vendor or either Target or their representatives from any non-governmental organization, community, community group or Indigenous Group;

(t) Cultural Heritage. To the knowledge of the Vendor, none of the areas covered by the Properties have been designated as "heritage sites" by any Governmental Authority;

(u) Health and Safety.

(i) The Vendor and each Target have operated in all material respects in accordance with all applicable laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and harassment and discrimination prevention, labour relations, immigration and privacy, and there are no current, pending, or to the knowledge of the Vendor, threatened proceedings before any Governmental Authority with respect to any such matters.

(ii) Neither the Vendor nor either Target has received any demand or notice with respect to a breach of any applicable health and safety laws, the effect of which would be reasonably expected to affect operations relating to the properties of the Vendor or either Target.

(iii) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither the Vendor nor either Target has been reassessed in any material respect under such legislation during the past three years and, no audit of the Vendor nor either Target is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims, investigations or inquiries pending against the Vendor or either Target (or naming the Vendor nor either Target as a potentially responsible party) based on non-compliance with any applicable health and safety laws at any of the operations relating to the properties of the Vendor and each Target;

(v) Intellectual Property Rights. Neither Target owns or possesses any Intellectual Property Rights which are, individually or in the aggregate, material to the business and operations of the Vendor or either Target, as a whole, as currently conducted;

(w) Plants, Buildings, Structures and Equipment. To the knowledge of the Vendor, the plants, buildings, structures and equipment of the Vendor and the Targets located at the Properties are, in all material respects, structurally sound and in good operating condition and repair and are adequate in all material respects for the uses to which they are being put; and none of such plants, buildings, structures or equipment are in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. Neither the Vendor nor either Target has received notification that it is in material violation of any applicable building, zoning, anti-pollution, health or other law, ordinance or regulation in respect of its plants, buildings, structures or their operations and, to the knowledge of the Vendor, no such material violation exists;

(x) Financial Advisors or Brokers. Neither the Vendor nor either Target has incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder’s, advisory or other fee or commission, or for the reimbursement of expenses, in connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to the Vendor;

(y) Restrictions on Business Activities. There is no judgment, injunction, order or decree binding upon the Vendor or either Target that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing, in each case in any material respect, any business practice of either Target or their respective affiliates, any acquisition of property by either Target, or any their respective affiliates, or the conduct of business by either Target, or any of their respective affiliates, as currently conducted (including following the transactions contemplated by this Agreement);

(z) Environment.

(i) The Vendor and each Target have carried on and are currently carrying on their operations in compliance with all applicable Environmental Laws and the Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Vendor or either Target;

(ii) All Environmental Approvals required in connection with the Properties and such Environmental Approvals remain valid and in good standing on the date thereof;

(iii) No Governmental Authority has issued, alleged, asserted or threatened any breach, non-compliance, violation, investigation, review, notice of concern, objection or other action under Environmental Laws in respect of the Vendor or either Target or the Properties;

(iv) There are no spills, releases, discharges, contamination, tailings, waste, effluent, fuel storage issues, drilling fluids, remediation obligations, reclamation liabilities, legacy conditions or, to the knowledge of the Vendor, other facts or circumstances at, on or in respect of the Properties that violate Environmental Laws or could reasonably be expected to trigger any inquiry, enforcement action, opposition, delay, restriction, cost, penalty or remediation.

(v) Neither the Vendor nor either Target has received from any person or Governmental Authority any notice, formal or informal, or threatened notice, of any proceeding, action or other claim, liability or potential liability arising under any Environmental Law that is pending as of the date of this Agreement. To the knowledge of the Vendor, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability;

(vi) There are no investigations, audits, inspections, reviews or information requests relating to the Properties by any Governmental Authority or other person relating to Environmental Laws.

(aa) Additional Claims. At the time of the Closing, but not at the time of the execution of this Agreement, references to "Properties" in the representations and warranties made by the

Vendor in Sections 3.2(n)(iii), (p), (t), (w) and (z) shall also include the Additional Claims held by the Targets on or before the Closing.

4. Representations and Warranties of the Purchaser

4.1 Representations and Warranties

The Purchaser represents and warrants to the Vendor and the Targets as follows and acknowledges that the Vendor and the Targets are relying upon the following representations and warranties in connection with the Transaction:

(a) Status: The Purchaser is a duly incorporated and validly existing company under the laws of British Columbia and has full power and capacity to enter into this Agreement, carry out the Transaction, and duly observe and perform all its obligations contained in this Agreement;

(b) Reporting Issuer: The Purchaser is not a nor an associate of any reporting issuer (as defined in the Securities Act of any province or territory of Canada);

(c) Due Authorization: The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by the Purchaser pursuant to this Agreement, and the completion of the Transaction, have been authorized by all necessary corporate action on the part of the Purchaser, and this Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;

(d) Authorized Capital: The authorized capital of the Purchaser consists of an unlimited number of Purchaser Shares, of which, 8,750,000 Purchaser Shares are issued and outstanding as fully paid and non-assessable shares as of the date of this Agreement.

(e) Listed Shares: The common shares of the Purchaser, including the Payment Shares, are not listed for trading on any stock exchange;

(f) Payment Shares: When issued in accordance with the terms hereof, the Payment Shares will be validly issued as fully paid and non-assessable Purchaser Shares; and

(g) Non-contravention: Neither the execution and delivery of this Agreement nor the completion and performance of the Transaction and obligations contained in this Agreement will result in a breach of or default under, or be contrary to, any of the provisions of the Charter Documents of the Purchaser or any Encumbrance, indenture, Contract, agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound.

5. Survival of Representations and Warrants

The representations and warranties made by the Parties and contained in this Agreement or any document or certificate given pursuant hereto will survive the Closing of the Transaction until the date that is 24

months from the Closing Date. No claim for breach of any representation, warranty or covenant will be valid unless that Party against whom such claim is made has been given notice thereof before the expiry of such 24-month period.

6. Pre-Closing Matters

6.1 Purchaser’s Covenants

The Purchaser hereby covenants and agrees with each of the Targets and the Vendor that the Purchaser will;

(a) use commercially reasonable efforts to ensure that the Purchaser’s capitalization is as reflected in Schedule D of the Arrangement Agreement at the Closing;

(b) prior to the Closing Date, file and/or deliver any document or documents as may be required in order for the Transaction to be effective;

(c) use commercially reasonable efforts to ensure that the representations and warranties of the Purchaser in this Agreement are true and correct at the Closing, and will inform the Vendor promptly of any state of facts which will result in any representation or warranty of the Purchaser being untrue or incorrect or in any condition of the Vendor or the Targets being unfulfilled at the Closing;

(d) subject to Applicable Laws or as authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(e) take all necessary corporate action and proceedings to approve and authorize the issuance of the Payment Shares to the Vendor; and

(f) prepare and file with all applicable securities commissions such notifications and fees necessary to permit, or that are required in connection with, the issuance of the Payment Shares to the Vendor on a basis exempt from the prospectus and registration requirements of the applicable Securities Laws.

6.2 Vendor Covenants

The Vendor hereby covenants and agrees to and with the Purchaser that it will:

(a) use its commercially reasonable efforts to have the Additional Claims transferred to the Targets on or before the Closing;

(b) make available and afford the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Targets. The Vendor will afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to the Targets’ property, assets, undertaking, records and documents. At the request of the Purchaser, the Vendor will execute or cause to be executed such

consents, authorizations and directions as may be necessary to permit any inspection of the Targets' business and any of their property or to enable the Purchaser or its authorized representatives to obtain full access to all files and records relating to any of the assets of the Targets maintained by governmental or other public authorities. The obligations in this Section 6.2(a) are subject to any access or disclosure contemplated herein not being otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained, provided that in such circumstance the Targets will be required to disclose that information has been withheld on this basis. The exercise of any rights of inspection by or on behalf of Purchaser under this Section 6.2(a) will not mitigate or otherwise affect the representations and warranties of the Targets or the Vendor hereunder;

(c) except for non-substantive communications, and provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver cannot be obtained (provided that in such circumstance the Vendor will be required to disclose that information has been withheld on this basis), furnish promptly to the Purchaser a copy of each notice, report, schedule or other document or communication delivered, filed or received by the Targets or the Vendor in connection with or related to the Transaction, any filings under applicable laws and any dealings with any Governmental Authority in connection with or in any way affecting the Transaction as contemplated herein;

(e) conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for greater certainty, it will not enter into any material transaction out of the ordinary course of business consistent with past practice without the prior consent of the Purchaser, and each of the Targets will keep the Purchaser fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained;

(f) except as may be necessary or desirable in order to effect the Transaction as contemplated hereunder, not alter or amend its articles or notice of articles as the same exist at the date of this Agreement, nor cause to be altered or amended the Constating Documents of the Targets as the same exist at the date of this Agreement;

(g) take all necessary corporate action and proceedings to approve and authorize the valid and effective transfer of the Purchased Shares to the Purchaser;

(h) use commercially reasonable efforts to ensure that the representations and warranties of the Vendor and the Targets in this Agreement are true and correct at the Closing, and will inform the Purchaser promptly of any state of facts which will result in any representation or warranty of the Vendor or the Targets being untrue or incorrect or in any condition of the Purchaser being unfulfilled at the Closing'

(i) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations set forth in this Agreement to the extent the same are within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all Applicable Laws to complete the Transaction;

(j) use commercially reasonable efforts to effect all necessary registrations and filings and submissions of information requested by any Governmental Authority required to be effected by it in connection with the Transaction;

(k) subject to Applicable Laws or as otherwise authorized by this Agreement, not take any action, refrain from taking any action, or permit any action to be taken or not taken, inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;

(l) take all necessary corporate action and proceedings to approve and authorize the valid and effective transfer of the Purchased Shares to the Purchaser; and

(m) not encumber in any manner the Purchased Shares and ensure that, at the time of Closing, the Purchased Shares are free and clear of any Encumbrance.

6.3 Mutual Covenants

Each of the Parties hereby covenants and agrees as follows:

(a) to use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person, including without limitation, any securities regulatory authority, seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, each of the parties will use commercially reasonable efforts to resist such proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the parties to complete the Transaction;

(b) to use commercially reasonable efforts to obtain, before the Closing, all authorizations, waivers, exemptions, consents, orders and other approvals from domestic or foreign courts, regulatory or government authorities, shareholders and third parties as are necessary for the consummation of the transactions contemplated herein;

(c) to use commercially reasonable efforts to defend or cause to be defended any lawsuits or other legal proceedings brought against it challenging this Agreement or the completion of the Transaction; however, no party will settle or compromise any claim brought against them in connection with the transactions contemplated by this Agreement prior to the Closing Date without the prior written consent of each of the other parties, such consent not to be unreasonably withheld or delayed;

(d) to promptly notify each of the other parties if any representation or warranty made by it in this Agreement ceases to be true and correct in all respects (in the case of any representation

or warranty containing any materiality or Material Adverse Effect qualifier) or in all material respects (in the case of any representation or warranty without any materiality or Material Adverse Effect qualifier) and of any failure to comply in any material respect with any of its obligations under this Agreement;

(e) to co-operate with each of the other parties hereto in good faith in order to ensure the timely completion of the Transaction; and

(f) to use commercially reasonable efforts in connection with the performance of its obligations under this Agreement.

7. Conditions of Closing

7.1 Conditions in Favour of the Purchaser

The obligation of the Purchaser to complete the Transaction is subject to the fulfilment or waiver of the following conditions, which conditions are for the exclusive benefit of the Purchaser, and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) Closing Deliveries. The Vendor and the Target shall have tendered all closing deliveries set forth in this Agreement, including delivery of the Purchased Shares, duly endorsed in blank for transfer or accompanied by duly executed stock transfer powers or other evidence of authorizing transfer of the Purchased Shares to the Purchaser acceptable to the Purchaser, acting reasonably;

(b) Representations and Warranties of the Targets. The representations and warranties of the Targets contained in this Agreement being true and correct on and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing;

(c) Representations and Warranties of the Vendor. The representations and warranties of the Vendor contained in this Agreement being true and correct on and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing;

(d) Covenants of the Vendor. All of the covenants and obligations of the Vendor to be performed or observed on or before the Closing pursuant to this Agreement having been duly performed or observed;

(e) Covenants of the Targets. All of the covenants and obligations of the Targets to be performed or observed on or before the Closing pursuant to this Agreement having been duly performed or observed;

(f) Diligence. The Purchaser shall be satisfied with the results of its due diligence investigations relating to the Targets and the Transaction, acting reasonably;

(g) Inquiries or Investigations. There being no inquiry or investigation (whether formal or informal) in relation to the Targets or their respective directors or officers commenced or threatened by any securities commission or regulatory body having jurisdiction such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Targets, their business, assets or financial condition; and

(h) Material Adverse Effect. There will not have been after the date of this Agreement any Material Adverse Effect with respect to the Targets.

7.2 Conditions in Favour of the Targets and the Vendor

The obligation of the Targets and the Vendor to complete the Transaction is subject to the fulfilment or waiver of each of the following conditions, which conditions are for the exclusive benefit of the Targets and the Vendor, and may be waived, in whole or in part, by either the Vendor (on its own behalf and on behalf of the Targets) in its sole discretion:

(a) Closing Deliveries. The Purchaser shall have tendered all closing deliveries set forth in this Agreement including delivery of the Payment Shares;

(b) Payment Shares. The Payment Shares will have been approved for issuance by the directors of the Purchaser and will be issued as fully paid and non-assessable shares in the capital of the Purchaser, free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature. The Vendor shall issue 11,500,000 Payment Shares to the Purchaser in accordance with Schedule D of the Arrangement Agreement and the pro forma capitalization of the Purchaser immediately after the Effective Time will be in accordance with Schedule D of the Arrangement Agreement;

(c) Representations and Warranties. The representations and warranties of the Purchaser contained in this Agreement being true and correct on and as of the Closing with the same effect as though such representations and warranties had been made as of the Closing;

(d) Covenants. All of the covenants and obligations of the Purchaser to be performed or observed on or before the Closing pursuant to this Agreement having been duly performed or observed; and

(e) Material Adverse Effect. there will not have been after the date of this Agreement any Material Adverse Effect with respect to the Purchaser.

7.3 Mutual Conditions of Closing

The obligations to complete the Transaction are subject to the fulfillment of the following conditions on or before Closing:

(a) No Orders or Proceedings. No injunction or restraining order or other decision, ruling or order of a court or administrative tribunal of competent jurisdiction being in effect which prohibits, restrains, limits or imposes conditions on, the Transaction and no action or proceeding having been instituted or remaining pending or having been threatened before any such court or administrative tribunal to restrain, prohibit, limit or impose conditions on the Transaction;

(b) Consents. All consents, assignments, waives, permits, orders and approvals of all regulatory and governmental authorities, including consent of the CSE, or other persons necessary to complete the Transaction will have been obtained;

(c) Property Transfers. APMUS shall have transferred its interest in its Gooseberry, South Lida and Red Hill properties, and CGI shall have caused CV Gold Inc. to transfer its interest in its Alpha property and Ziggurat property, such that the Targets shall hold interests in

only the Properties and, to the extent applicable, the Additional Claims, at the time of Closing.

(d) Litigation. Neither party shall be subject to unresolved litigation or court proceedings.

The foregoing conditions precedent are for the benefit of all parties and may be waived by the Vendor (on its own behalf and on behalf of the Targets) and the Purchaser, in whole or in part, without prejudice to any party’s right to rely on any other condition in favour of any party.

8. Closing Transactions

8.1 Vendor’s Closing Documents

At the Closing, the Vendor shall deliver the following to the Purchaser:

(a) a certificate of one of the Vendor’s senior officers, dated as of the Closing Date, certifying that: (i) attached thereto are true and complete copies of the constating documents of the Vendor (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Vendor approving the entering into of this Agreement and the completion of the Transaction; and (iii) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor at or before Closing will have been complied with or performed;

(b) a certificate of good standing for each of the Targets;

(c) resignations and releases from all incumbent directors and officers of the Targets duly executed by each such incumbent director or officer;

(d) a certified copy of the central securities register of each of the Targets evidencing the Purchaser as the sole registered owner of the AMPUS Shares and the CGI Shares;

(e) the Title Opinions;

(f) the corporate minute books and all other books and records of each of the Targets; and

(g) instruments of transfer, duly signed for transfer or accompanied by duly executed stock transfer powers in respect of the Purchaser Shares.

8.2 Purchaser’s Closing Documents

At the Closing the Purchaser shall deliver or cause to be delivered:

(a) share certificates or DRS statements evidencing the Payment Shares; and

(b) a certificate of one of the Purchaser’s senior officers, dated as of the Closing Date, certifying that: (i) attached thereto are true and complete copies of the notice of articles and articles of the Purchaser (and all amendments thereto as in effect as on such date); (ii) all resolutions of the board of directors of the Purchaser approving the entering into of this Agreement and all ancillary agreements contemplated herein and the completion of the Transaction, including the issuance of the Payment Shares; (iii) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before Closing will have been complied with or performed; and (iv) the Payment Shares

will have been approved for issuance as fully paid and non-assessable Purchaser Shares by the directors of the Purchaser.

8.3 Concurrent Delivery

It shall be a condition of the Closing that all matters of payment and the execution and delivery of documents by any Party to the others pursuant to the terms of this Agreement shall be concurrent requirements and that nothing will be complete at the Closing until everything required as a condition precedent to the Closing has been paid, executed and delivered, as the case may be.

9. Survival of Representations and Recourse

9.1 Survival

The representations and warranties made by the Parties and contained in this Agreement or any document or certificate given pursuant hereto shall survive the Closing and continue in full force and effect without time limit.

9.2 Indemnity

(a) Each of the Targets agrees to indemnify and save the Purchaser harmless from any and all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant or agreement made by the Targets and contained in this Agreement.

(b) The Purchaser agrees to indemnify and save the Vendor and the Targets harmless from any and all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation, warranty, covenant or agreement made by the Purchaser and contained in this Agreement.

(c) The Vendor shall indemnify and save the Purchaser harmless for and from any loss, damages or deficiencies suffered by the Purchaser as a result of any breach by the Vendor of any representation, warranty or covenant on the part of the Vendor contained in this Agreement or in any certificate or document delivered pursuant to or contemplated by this Agreement, and all claims, demands, costs and expenses, including legal fees, in respect of the foregoing.

9.3 Defense of Third Party Claims

In the event of a claim (an “Indemnity Claim”) being made by a third party against a Party (the “Indemnified Party”) in respect of which another party (the “Indemnifier”) is or may be obligated under or arising out of this Agreement to indemnify, pay damages to or otherwise compensate the Indemnified Party, the following provisions shall apply.

The Indemnified Party shall promptly give written notice to the Indemnifier of any Indemnity Claim in respect of which the Indemnified Party intends to claim for indemnification against the Indemnifier. Such notice shall specify with reasonable particularity (to the extent that the information is available) the nature of the Indemnity Claim. The Indemnifier shall, at its own expense, assume control of the negotiation, settlement and defense of such Indemnity Claim. The Indemnified Party shall co-operate with the Indemnifier in respect of such Indemnity Claim and the Indemnifier shall reimburse the Indemnified Party

for all the Indemnified Party’s reasonable expenses as a result of the Indemnifier’s assumption of such Indemnity Claim and arising from the Indemnified Party’s co-operation.

The Indemnified Party will have the right to participate in the negotiation, settlement and defense of such Indemnity Claim at its own expense and will have the right to disagree on reasonable grounds with the selection and retention of counsel, in which case counsel satisfactory to the Indemnifier and the Indemnified Party shall be retained by the Indemnifier. If the Indemnifier fails to defend any Indemnity Claim within a reasonable time, the Indemnified Party will be entitled to assume control of the Indemnity Claim at the expense of the Indemnifier and the Indemnifier will be bound by the results obtained by the Indemnified Party with respect to such Indemnity Claim.

The following provisions shall also apply with respect to Indemnity Claims:

(a) in the event that any Indemnity Claim is of a nature such that the Indemnified Party is legally bound or required by Applicable Law to make a payment to any person (a “Third Party”) with respect to such Indemnity Claim before the completion of settlement negotiations or related legal proceedings, including, without limitation, the posting of any security to stay any process of execution or judgment, the Indemnifier shall be obligated to make such payment or post security therefore on behalf of the Indemnified Party. If the Indemnifier fails to do so, the Indemnified Party may make such payment or post security therefore and the Indemnifier shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for any such payment or cause the security to be replaced and released. If the amount of any liability of the Indemnified Party under the Indemnity Claim in respect of which such a payment was made, as finally determined, is less than the amount which was paid by the Indemnifier to the Indemnified Party, the Indemnified Party shall, forthwith after receipt of the difference from the Third Party, pay the amount of such difference to the Indemnifier;

(b) the Indemnified Party and the Indemnifier shall co-operate fully with each other with respect to Indemnity Claims, shall keep each other fully advised with respect thereto (including supplying copies of all relevant documentation promptly as it becomes available) and shall each designate a senior officer who will keep himself or herself informed about and be prepared to discuss the Indemnity Claim with his or her counterpart and with counsel at all reasonable times; and

(c) notwithstanding the above provisions of this section 9.3, the Indemnifier shall not settle any Indemnity Claim or conduct any related legal or administrative proceeding in a manner which would, in the opinion of the Indemnified Party, acting reasonably, have a Material Adverse Effect on the Indemnified Party.

10. Miscellaneous

10.1 Legal and Other Fees and Expenses

Unless otherwise specifically provided herein, the Parties will pay their respective legal, accounting and other professional fees and expenses incurred by each of them in connection with the negotiation and settlement of this Agreement, the completion of the Transaction and other matters pertaining hereto.

10.2 Notices

All notices, requests, demands or other communications required or permitted to be given by any Party to another pursuant to this Agreement shall be given in writing and delivered by personal service, pre-paid registered mail or email, addressed as follows:

To the Vendor or the Targets:

Name: American Pacific Mining Corp.
Address: 510 Burrard St., Suite 910
Vancouver, British Columbia
V6C 3A8
Attention: Warwick Smith, Chief Executive Officer
Email: [Redacted for personal information]

With a copy to:

Name: McMillan LLP
Address: 1500 – 1055 West Georgia Street
Vancouver, British Columbia
V6E 4N7
Attention: Gary Floyd
Email: [email protected]

To the Purchaser:

Name: ICG Silver & Gold Ltd.
Address: 1500-1055 W Georgia St.
Vancouver, British Columbia
V6E 4N7
Attention: Steven Sirbovan
Email: [Redacted for personal information]

with a copy (which shall not constitute notice) to:

Name: MLT Aikins
Address: 2600-1066 W. Hastings St.
Vancouver, British Columbia
V6E 3X1
Attention: Mahdi Shams
Email: [email protected]

subject to any notice of change of address or email address given in accordance herewith. Any notice shall be deemed to have been given and received:

(a) if personally delivered, then on the day of personal service to the recipient Party, provided that if such date is a day other than a Business Day such notice shall be deemed to have been given and received on the first Business Day following the date of personal service;

(b) if by pre-paid registered mail, then the first Business Day, after the expiration of five (5) days following the date of mailing; or

(c) if sent by email transmission and successfully transmitted prior to 5:00 p.m. on a Business Day of the recipient Party, then on that Business Day, and if successfully transmitted after 5:00 p.m. on a Business Day of a recipient Party then on the first Business Day following the date of transmission.

10.3 Further Assurances

Each of the Parties shall execute and deliver such further documents and do such further acts and things as may be reasonably required from time to time, either before, on or after the Closing Date, to carry out the full intent and meaning of this Agreement.

10.4 Time of the Essence

Time shall be of the essence of this Agreement.

10.5 Entire Agreement

This Agreement constitutes the entire agreement between the Parties pertaining to the Transaction and supersedes all prior agreements, undertakings, negotiations and discussions, whether oral or written, of the Parties.

10.6 Confidentiality, Public Disclosure

(a) this Agreement and the contents hereof, and any instruments or agreements in implementation of this Agreement, shall be maintained in confidence by the Parties and not disclosed to any other person (except as may be required by Applicable Law or the policies of any applicable stock exchange) without the prior written approval of the other Party, which shall not be unreasonably withheld; and

(b) the content of any public disclosure or news release respecting the completion of the Transaction shall be approved by both Parties hereto prior to the making of such public disclosure or news release, which approval shall not be unreasonably withheld or delayed by the Party not subject to such disclosure requirements,

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.

10.8 Invalidity

Each of the provisions contained in this Agreement is distinct and severable and a determination of illegality, invalidity or unenforceability of any such provision or part hereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision thereof.

10.9 Waiver and Amendment

Except as expressly provided in this Agreement, no amendment or waiver of it will be binding unless made in writing by the Party to be bound by such amendment or waiver. No waiver of any provision, or any portion of any provision, of this Agreement will constitute a waiver of any other part of the provision or any other provision of this Agreement or a continuing waiver unless otherwise expressly provided.

10.10 Counterparts

This Agreement may be signed in counterparts and by facsimile counterparts and each such counterpart will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.

10.11 Enurement

This Agreement will enure to the benefit of and will be binding upon the Parties and their respective successors and permitted assigns.

[Signature page follows]

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year first above written.

ICG SILVER & GOLD LTD.

Name: Steven Sirbovan
Title: President

AMERICAN PACIFIC MINING (US) INC.

Name: Eric Saderholm
Title: President

CLEARVIEW GOLD INC.

Name: Warwick Smith
Title: Director

AMERICAN PACIFIC MINING CORP.

Name: Warwick Smith
Title: CEO

Exhibit “A”

Properties

Tuscarora Property

See attached.

Count	Claim Name	Owner(s)	Location Date	County Doc. #	BLM Ser. #
1	Th 1	American Pacific Mining US INC	3-Sep-2014	N/A	NV101351306
2	Th 2	American Pacific Mining US INC	3-Sep-2014		NV101351307
3	Th 3	American Pacific Mining US INC	3-Sep-2014		NV101351308
4	Th 4	American Pacific Mining US INC	3-Sep-2014		NV101351309
5	Th 5	American Pacific Mining US INC	3-Sep-2014		NV101351310
6	Th 6	American Pacific Mining US INC	3-Sep-2014		NV101351311
7	Th 7	American Pacific Mining US INC	3-Sep-2014		NV101351312
8	Th 8	American Pacific Mining US INC	4-May-2023		NV101351313
9	Th 9	American Pacific Mining US INC	4-May-2023		NV101351314
10	Th 10	American Pacific Mining US INC	3-Sep-2014		NV101351315
11	Th 11	American Pacific Mining US INC	3-Sep-2014		NV101352296
12	Th 12	American Pacific Mining US INC	3-Sep-2014		NV101352297
13	Th 13	American Pacific Mining US INC	3-Sep-2014		NV101352298
14	Th 14	American Pacific Mining US INC	3-Sep-2014		NV101352299
15	Th 19	American Pacific Mining US INC	3-Sep-2014		NV101352300
16	Th 20	American Pacific Mining US INC	3-Sep-2014		NV101352301
17	Th 21	American Pacific Mining US INC	3-Sep-2014		NV101352302
18	Th 22	American Pacific Mining US INC	3-Sep-2014		NV101352303
19	Th 23	American Pacific Mining US INC	3-Sep-2014		NV101352304
20	Th 24	American Pacific Mining US INC	3-Sep-2014		NV101352305
21	Th 25	American Pacific Mining US INC	3-Sep-2014		NV101352306
22	Th 26	American Pacific Mining US INC	3-Sep-2014		NV101352307
23	Th 27	American Pacific Mining US INC	3-Sep-2014		NV101352308
24	Th 28	American Pacific Mining US INC	3-Sep-2014		NV101352309
Address	Quit Claim New Address
---	---
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801
NOVO RESOURCES USA CORP • 500 COFFMAN ST STE 106 LONGMONT CO 80501-5482	AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY EIKO NV 89801

Page 1 of 3

Count	Claim Name	Owner(s)	Location Date	County Doc. #	BLM Ser. #	Address
1	EB-01	American Pacific Mining (US) Inc.	24-Apr-2022	N/A	NV105774237	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
2	EB-02	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774238	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
3	EB-03	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774239	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
4	EB-04	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774240	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
5	EB-05	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774241	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
6	EB-06	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774242	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
7	EB-07	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774243	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
8	EB-08	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774244	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
9	EB-09	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774245	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
10	EB-10	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774246	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
11	EB-11	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774247	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
12	EB-12	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774248	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
13	EB-13	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774249	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
14	EB-14	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774250	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
15	EB-15	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774251	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
16	EB-16	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774252	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
17	EB-17	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774253	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
18	EB-18	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774254	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
19	EB-19	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774255	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
20	EB-20	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774256	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
21	EB-21	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774257	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
22	EB-22	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774258	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
23	EB-23	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774259	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
24	EB-24	American Pacific Mining (US) Inc.	24-Apr-2022		NV105774260	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
25	EB-25	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774261	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
26	EB-26	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774262	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
27	EB-27	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774263	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
28	EB-28	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774264	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
29	EB-29	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774265	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
30	EB-30	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774266	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
31	EB-31	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774267	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
32	EB-32	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774268	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
33	EB-33	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774269	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
34	EB-34	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774270	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
35	EB-35	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774271	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
36	EB-36	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774272	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
37	EB-37	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774273	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
38	EB-38	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774274	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
39	EB-39	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774275	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
40	EB-40	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774276	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
41	EB-41	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774277	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
42	EB-42	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774278	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
43	EB-43	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774279	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
44	EB-44	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774280	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
45	EB-45	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774281	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
46	EB-46	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774282	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
47	EB-47	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774283	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
48	EB-48	American Pacific Mining (US) Inc.	25-Apr-2022		NV105774284	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
49	EB-49	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774285	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
50	EB-50	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774286	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
51	EB-51	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774287	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
52	EB-52	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774288	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803
53	EB-53	American Pacific Mining (US) Inc.	26-Apr-2022		NV105774289	AMERICAN PACIFIC MINING (US) INC. + 2785 JEMNINGS WAY ELEO NV 89803

Page 2 of 3

Count	Claim Name	Owner(s)	Location Date	County Doc. #
72	1NAP-019	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884483
73	1NAP-020	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884484
74	1NAP-021	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884485
75	1NAP-022	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884486
76	1NAP-023	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884487
77	1NAP-024	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884488
78	1NAP-025	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884489
79	1NAP-026	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884490
80	1NAP-027	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884491
81	1NAP-028	AMERICAN PACIFIC MINING US INC	1-Dec-2017	NY101884492
82	1NAP-029	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101884493
83	1NAP-030	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101884494
84	1NAP-031	AMERICAN PACIFIC MINING US INC	23-Dec-2017	NY101884495
85	1NAP-032	AMERICAN PACIFIC MINING US INC	23-Dec-2017	NY101884496
86	1NAP-033	AMERICAN PACIFIC MINING US INC	23-Dec-2017	NY101884497
87	1NAP-034	AMERICAN PACIFIC MINING US INC	23-Dec-2017	NY101887182
88	1NAP-035	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887183
89	1NAP-036	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887184
90	1NAP-037	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887185
91	1NAP-038	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887186
92	1NAP-039	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887187
93	1NAP-040	AMERICAN PACIFIC MINING US INC	4-Dec-2017	NY101887188
94	1NAP-041	AMERICAN PACIFIC MINING US INC	4-Dec-2017	NY101887189
95	1NAP-042	AMERICAN PACIFIC MINING US INC	4-Dec-2017	NY101887190
96	1NAP-043	AMERICAN PACIFIC MINING US INC	4-Dec-2017	NY101887191
97	1NAP-044	AMERICAN PACIFIC MINING US INC	4-Dec-2017	NY101887192
98	1NAP-045	AMERICAN PACIFIC MINING US INC	4-Dec-2017	NY101887193
99	1NAP-046	AMERICAN PACIFIC MINING US INC	4-Dec-2017	NY101887194
100	1NAP-047	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887195
101	1NAP-048	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887196
102	1NAP-049	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887197
103	1NAP-050	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887198
104	1NAP-051	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887199
105	1NAP-052	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887300
106	1NAP-053	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887301
107	1NAP-054	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101887302
108	1NAP-055	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101888083
113	1NAP-060	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101888084
114	1NAP-061	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101888085
115	1NAP-062	AMERICAN PACIFIC MINING US INC	2-Dec-2017	NY101888086
116	1NAP-063	AMERICAN PACIFIC MINING US INC	29-Dec-2017	NY101888087
117	1NAP-064	AMERICAN PACIFIC MINING US INC	29-Dec-2017	NY101888088
118	1NAP-065	AMERICAN PACIFIC MINING US INC	29-Dec-2017	NY101888089
119	1NAP-066	AMERICAN PACIFIC MINING US INC	29-Dec-2017	NY101888090
120	1NAP-067	AMERICAN PACIFIC MINING US INC	29-Dec-2017	NY101888091
121	1NAP-068	ERIC SADERHOLM	17-Dec-2021	NY105239185
122	1NAP-069	ERIC SADERHOLM	17-Dec-2021	NY105239186
123	1NAP-070	ERIC SADERHOLM	17-Dec-2021	NY105239187
124	1NAP-071	ERIC SADERHOLM	17-Dec-2021	NY105239188
125	1NAP-072	ERIC SADERHOLM	17-Dec-2021	NY105239189
126	1NAP-073	ERIC SADERHOLM	17-Dec-2021	NY105239190
127	1NAP-074	ERIC SADERHOLM	17-Dec-2021	NY105239191
128	1NAP-075	ERIC SADERHOLM	17-Dec-2021	NY105239192
129	1NAP-076	ERIC SADERHOLM	18-Dec-2021	NY105239193
130	1NAP-077	ERIC SADERHOLM	18-Dec-2021	NY105239194
131	1NAP-078	ERIC SADERHOLM	18-Dec-2021	NY105239195
132	1NAP-079	ERIC SADERHOLM	18-Dec-2021	NY105239196
133	1NAP-080	ERIC SADERHOLM	18-Dec-2021	NY105239197
134	1NAP-081	ERIC SADERHOLM	18-Dec-2021	NY105239198
135	1NAP-082	ERIC SADERHOLM	18-Dec-2021	NY105239199
136	1NAP-083	ERIC SADERHOLM	18-Dec-2021	NY105239200
137	1NAP-084	ERIC SADERHOLM	18-Dec-2021	NY105239201
138	1NAP-085	ERIC SADERHOLM	18-Dec-2021	NY105239202
139	1NAP-086	ERIC SADERHOLM	18-Dec-2021	NY105239203
140	1NAP-087	ERIC SADERHOLM	18-Dec-2021	NY105239204
141	1NAP-088	ERIC SADERHOLM	18-Dec-2021	NY105239205
Address	Quit Claim New Address
---	---
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE
AMERICAN PACIFIC MINING US INC + 910-510 BURRARD ST VANCOUVER BC VIC SAE

Count	Claim Name	Owner(s)	Location Date	County Doc. #
143	TNAP-090	ERIC SADERHOLM	18-Dec-2021	NV105290207
144	TNAP-091	ERIC SADERHOLM	18-Dec-2021	NV105290208
145	TNAP-092	ERIC SADERHOLM	18-Dec-2021	NV105290209
146	TNAP-093	ERIC SADERHOLM	18-Dec-2021	NV105290210
147	TNAP-094	ERIC SADERHOLM	18-Dec-2021	NV105290211
148	TNAP-095	ERIC SADERHOLM	18-Dec-2021	NV105290212
149	TNAP-096	ERIC SADERHOLM	17-Dec-2021	NV105290213
150	TNAP-097	ERIC SADERHOLM	17-Dec-2021	NV105290214
151	TNAP-098	ERIC SADERHOLM	17-Dec-2021	NV105290215
152	TNAP-099	ERIC SADERHOLM	17-Dec-2021	NV105290216
153	TNAP-100	ERIC SADERHOLM	17-Dec-2021	NV105290217
154	TNAP-101	ERIC SADERHOLM	17-Dec-2021	NV105290218
155	TNAP-102	ERIC SADERHOLM	17-Dec-2021	NV105290219
156	TNAP-103	ERIC SADERHOLM	17-Dec-2021	NV105290220
157	TNAP-104	ERIC SADERHOLM	17-Dec-2021	NV105290221
158	TNAP-105	ERIC SADERHOLM	17-Dec-2021	NV105290222
159	TNAP-106	ERIC SADERHOLM	17-Dec-2021	NV105290223
160	TNAP-107	ERIC SADERHOLM	17-Dec-2021	NV105290224
161	TNAP-108	ERIC SADERHOLM	17-Dec-2021	NV105290225
162	TNAP-109	ERIC SADERHOLM	17-Dec-2021	NV105290226
163	TNAP-110	ERIC SADERHOLM	17-Dec-2021	NV105290227
164	TNAP-111	ERIC SADERHOLM	17-Dec-2021	NV105290228
165	TNAP-112	ERIC SADERHOLM	17-Dec-2021	NV105290229
166	TNAP-113	ERIC SADERHOLM	17-Dec-2021	NV105290230
167	TNAP-114	ERIC SADERHOLM	17-Dec-2021	NV105290231
Address	Quit Claim New Address
---	---
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE
ERIC SADERHOLM * 2785 JENNINGS WAY ELKO NV 89801-4716	AMERICAN PACIFIC MINING US INC * 910-510 BURRARD ST VANCOUVER BC V6C 3AE

Count	Claim Name	Owner(s)	Location Date	County Doc. #	BLM Ser. #
1	TNAP 115	American Pacific Mining (US) Inc.	2-Aug-2022	810685	NV105787464
2	TNAP 116	American Pacific Mining (US) Inc.	2-Aug-2022	810686	NV105787465
3	TNAP 117	American Pacific Mining (US) Inc.	2-Aug-2022	810687	NV105787466
4	TNAP 118	American Pacific Mining (US) Inc.	2-Aug-2022	810688	NV105787467
5	TNAP 119	American Pacific Mining (US) Inc.	2-Aug-2022	810689	NV105787468
6	TNAP 120	American Pacific Mining (US) Inc.	2-Aug-2022	810690	NV105787469
7	TNAP 121	American Pacific Mining (US) Inc.	2-Aug-2022	810691	NV105787470
8	TNAP 122	American Pacific Mining (US) Inc.	2-Aug-2022	810692	NV105787471
9	TNAP 123	American Pacific Mining (US) Inc.	2-Aug-2022	810693	NV105787472
10	TNAP 124	American Pacific Mining (US) Inc.	2-Aug-2022	810694	NV105787473
11	TNAP 125	American Pacific Mining (US) Inc.	2-Aug-2022	810695	NV105787474
12	TNAP 126	American Pacific Mining (US) Inc.	2-Aug-2022	810696	NV105787475
13	TNAP 127	American Pacific Mining (US) Inc.	2-Aug-2022	810697	NV105787476
14	TNAP 128	American Pacific Mining (US) Inc.	2-Aug-2022	810698	NV105787477
15	TNAP 129	American Pacific Mining (US) Inc.	2-Aug-2022	810699	NV105787478
16	TNAP 130	American Pacific Mining (US) Inc.	2-Aug-2022	810700	NV105787479
17	TNAP 131	American Pacific Mining (US) Inc.	2-Aug-2022	810701	NV105787480
18	TNAP 132	American Pacific Mining (US) Inc.	2-Aug-2022	810702	NV105787481
19	TNAP 133	American Pacific Mining (US) Inc.	2-Aug-2022	810703	NV105787482
20	TNAP 134	American Pacific Mining (US) Inc.	2-Aug-2022	810704	NV105787483
21	TNAP 135	American Pacific Mining (US) Inc.	2-Aug-2022	810705	NV105787484
22	TNAP 136	American Pacific Mining (US) Inc.	2-Aug-2022	810706	NV105787485
23	TNAP 137	American Pacific Mining (US) Inc.	2-Aug-2022	810707	NV105787486
24	TNAP 138	American Pacific Mining (US) Inc.	2-Aug-2022	810708	NV105787487
25	TNAP 139	American Pacific Mining (US) Inc.	2-Aug-2022	810709	NV105787488
26	TNAP 140	American Pacific Mining (US) Inc.	2-Aug-2022	810710	NV105787489
27	TNAP 141	American Pacific Mining (US) Inc.	2-Aug-2022	810711	NV105787490
28	TNAP 142	American Pacific Mining (US) Inc.	2-Aug-2022	810712	NV105787491
29	TNAP 143	American Pacific Mining (US) Inc.	2-Aug-2022	810713	NV105787492
Address
---
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801
AMERICAN PACIFIC MINING (US) INC. • 2785 JENNINGS WAY ELKO NV 89801

Danny Boy Property

See attached.

Count	Claim Name	Owner(s)	Location Date	County Doc. #	BLM Serial #	Legacy Ser. #
1	DB-1	CV Gold Inc.	13-Nov-21	801049	NV105295482	n/a
2	DB-2	CV Gold Inc.	13-Nov-21	801050	NV105295483	n/a
3	DB-3	CV Gold Inc.	13-Nov-21	801051	NV105295484	n/a
4	DB-4	CV Gold Inc.	13-Nov-21	801052	NV105295485	n/a
5	DB-5	CV Gold Inc.	13-Nov-21	801053	NV105295486	n/a
6	DB-6	CV Gold Inc.	13-Nov-21	801054	NV105295487	n/a
7	DB-7	CV Gold Inc.	13-Nov-21	801055	NV105295488	n/a
8	DB-8	CV Gold Inc.	13-Nov-21	801056	NV105295489	n/a
9	DB-9	CV Gold Inc.	13-Nov-21	801057	NV105295490	n/a
10	DB-11	CV Gold Inc.	13-Nov-21	801058	NV105295491	n/a
11	DB-13	CV Gold Inc.	13-Nov-21	801059	NV105295492	n/a
12	DB-14	CV Gold Inc.	13-Nov-21	801060	NV105295493	n/a
13	DB-15	CV Gold Inc.	13-Nov-21	801061	NV105295494	n/a
14	DB-16	CV Gold Inc.	13-Nov-21	801062	NV105295495	n/a
15	DB-18	CV Gold Inc.	12-Nov-21	801063	NV105295496	n/a
16	DB-20	CV Gold Inc.	13-Nov-21	801064	NV105295497	n/a
17	DB-21	CV Gold Inc.	13-Nov-21	801065	NV105295498	n/a
18	DB-22	CV Gold Inc.	13-Nov-21	801066	NV105295499	n/a
19	DB-23	CV Gold Inc.	13-Nov-21	801067	NV105295500	n/a
20	DB-24	CV Gold Inc.	12-Nov-21	801068	NV105295501	n/a
21	DB-25	CV Gold Inc.	12-Nov-21	801069	NV105295502	n/a
22	DB-26	CV Gold Inc.	12-Nov-21	801070	NV105295503	n/a
23	DB-27	CV Gold Inc.	12-Nov-21	801071	NV105295504	n/a
24	DB-29	CV Gold Inc.	12-Nov-21	801072	NV105295505	n/a
25	DB-31	CV Gold Inc.	12-Nov-21	801073	NV105295506	n/a
26	DB-33	CV Gold Inc.	13-Nov-21	801074	NV105295507	n/a
27	DB-35	CV Gold Inc.	13-Nov-21	801075	NV105295508	n/a
28	DB-37	CV Gold Inc.	14-Nov-21	801076	NV105295509	n/a
29	DB-39	CV Gold Inc.	15-Nov-21	801077	NV105295510	n/a
30	DB-58	CV Gold Inc.	16-Oct-19	763675	NV101858580	NMC 1197251
31	DB-59	CV Gold Inc.	16-Oct-19	763676	NV101858581	NMC 1197252
32	DB-60	CV Gold Inc.	16-Oct-19	763677	NV101858582	NMC 1197253
33	DB-61	CV Gold Inc.	16-Oct-19	763678	NV101858583	NMC 1197254
34	DB-62	CV Gold Inc.	16-Oct-19	763679	NV101858584	NMC 1197255
35	DB-63	CV Gold Inc.	16-Oct-19	763680	NV101858585	NMC 1197256
36	DB-64	CV Gold Inc.	16-Oct-19	763681	NV101858586	NMC 1197257
37	DB-65	CV Gold Inc.	16-Oct-19	763682	NV101858587	NMC 1197258
38	DB-66	CV Gold Inc.	16-Oct-19	763683	NV101858588	NMC 1197259
39	DB-83	CV Gold Inc.	12-Nov-21	801097	NV105294367	n/a
40	DB-85	CV Gold Inc.	12-Nov-21	801098	NV105294368	n/a
41	DB-87	CV Gold Inc.	12-Nov-21	801099	NV105294369	n/a
42	DB-88	CV Gold Inc.	12-Nov-21	801100	NV105294370	n/a
43	DB-89	CV Gold Inc.	6-Oct-21	799714	NV105287854	n/a

Address

CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523

Page 1 of 2

Count	Claim Name	Owner(s)	Location Date	County Doc. #	BLM Serial #	Legacy Ser. #
44	DB-90	CV Gold Inc.	6-Oct-21	799715	NV105287855	n/a
45	DB-91	CV Gold Inc.	6-Oct-21	799716	NV105287856	n/a
46	DB-92	CV Gold Inc.	12-Nov-21	801078	NV105295511	n/a
47	DB-93	CV Gold Inc.	6-Oct-21	799717	NV105287857	n/a
48	DB-94	CV Gold Inc.	12-Nov-21	801079	NV105295512	n/a
49	DB-95	CV Gold Inc.	6-Oct-21	799718	NV105287858	n/a
50	DB-96	CV Gold Inc.	12-Nov-21	801080	NV105295513	n/a
51	DB-97	CV Gold Inc.	6-Oct-21	799719	NV105287859	n/a
52	DB-98	CV Gold Inc.	16-Oct-19	763684	NV101858589	NMC 1197260
53	DB-99	CV Gold Inc.	16-Oct-19	763685	NV101858590	NMC 1197261
54	DB-100	CV Gold Inc.	16-Oct-19	763686	NV101858591	NMC 1197262
55	DB-101	CV Gold Inc.	16-Oct-19	763687	NV101858592	NMC 1197263
56	DB-103	CV Gold Inc.	16-Oct-19	763688	NV101859758	NMC 1197264
57	DB-105	CV Gold Inc.	17-Oct-19	763689	NV101859759	NMC 1197265
58	DB-142	CV Gold Inc.	16-Oct-19	763690	NV101859760	NMC 1197266
59	DB-144	CV Gold Inc.	17-Oct-19	763691	NV101859761	NMC 1197267
60	DB-145	CV Gold Inc.	17-Oct-19	763692	NV101859762	NMC 1197268
61	DB-146	CV Gold Inc.	16-Oct-19	763693	NV101859763	NMC 1197269
62	DB-147	CV Gold Inc.	17-Oct-19	763694	NV101859764	NMC 1197270
63	DB-200	CV Gold Inc.	6-Oct-21	799720	NV105287860	n/a
64	DB-201	CV Gold Inc.	6-Oct-21	799721	NV105287861	n/a
65	DB-202	CV Gold Inc.	7-Oct-21	799722	NV105287862	n/a
66	DB-203	CV Gold Inc.	7-Oct-21	799723	NV105287863	n/a
67	DB-204	CV Gold Inc.	7-Oct-21	799724	NV105287864	n/a
68	DB-205	CV Gold Inc.	7-Oct-21	799725	NV105287865	n/a
69	DB-206	CV Gold Inc.	13-Nov-21	801101	NV105294371	n/a
70	DB-207	CV Gold Inc.	7-Oct-21	799726	NV105287866	n/a
71	DB-208	CV Gold Inc.	14-Nov-21	801081	NV105295514	n/a
72	DB-209	CV Gold Inc.	14-Nov-21	801082	NV105295515	n/a
73	DB-210	CV Gold Inc.	14-Nov-21	801083	NV105295516	n/a
74	DB-211	CV Gold Inc.	6-Oct-21	799727	NV105287867	n/a
75	DB-212	CV Gold Inc.	14-Nov-21	801084	NV105295517	n/a
76	DB-213	CV Gold Inc.	6-Oct-21	799728	NV105287868	n/a
77	DB-214	CV Gold Inc.	14-Nov-21	801085	NV105295518	n/a
78	DB-215	CV Gold Inc.	6-Oct-21	799729	NV105287869	n/a
79	DB-216	CV Gold Inc.	6-Oct-21	799730	NV105287870	n/a
80	DB-217	CV Gold Inc.	6-Oct-21	799731	NV105287871	n/a
81	DB-218	CV Gold Inc.	15-Nov-21	801102	NV105294372	n/a
82	DB-219	CV Gold Inc.	15-Nov-21	801103	NV105294373	n/a
83	DB-220	CV Gold Inc.	6-Oct-21	799732	NV105287872	n/a
84	DB-221	CV Gold Inc.	6-Oct-21	799733	NV105287873	n/a

Address

CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523
CV GOLD INC • 6170 Mae Anne Ave Suite 3 RENO NV 89523

Exhibit “B”
Additional Claims

Tuscarora Property

See attached.

Count	Claim Name	Owner(s)	Location Date	County Dec. #	BLM Sec. #
1	ROD HILL	FOGLE LORI L, JACOBS DEBRA L, MORRISON PAMELA M	26-Jan-1998	N/A	NH101406401
2	ROD HILL # 1	FOGLE LORI L, JACOBS DEBRA L, MORRISON PAMELA M	20-Aug-1998		NH101601279
3	JMC # 26	FOGLE LORI L, JACOBS DEBRA L, MORRISON PAMELA M	20-Dec-1997		NH101601646
4	TG # 45	FOGLE LORI L, JACOBS DEBRA L, MORRISON PAMELA M	26-Dec-1981		NH101608908
5	JMC # 13	FOGLE LORI L, JACOBS DEBRA L, MORRISON PAMELA M	26-Sep-1998		NH101301240
6	JMC # 16	FOGLE LORI L, JACOBS DEBRA L, MORRISON PAMELA M	26-Sep-1998		NH101301240
7	TG # 47	FOGLE LORI L, JACOBS DEBRA L, MORRISON PAMELA M	21-Dec-1981		NH101492347
Address	Address	Address
---	---	---
LORI L FOGLE = 5376 S MORRISON ST BOISE ID 83709-5257	DEBRA L JACOBS = 9498 LITTLE RAPIDS WAY ELE GROVE CA 95758-7803	PAMELA M MORRISON = HC 60 BOX 545 RUBY VALLEY NV 89833-9802
LORI L FOGLE = 5376 S MORRISON ST BOISE ID 83709-5257	DEBRA L JACOBS = 9498 LITTLE RAPIDS WAY ELE GROVE CA 95758-7803	PAMELA M MORRISON = HC 60 BOX 545 RUBY VALLEY NV 89833-9802
LORI L FOGLE = 5376 S MORRISON ST BOISE ID 83709-5257	DEBRA L JACOBS = 9498 LITTLE RAPIDS WAY ELE GROVE CA 95758-7803	PAMELA M MORRISON = HC 60 BOX 545 RUBY VALLEY NV 89833-9802
LORI L FOGLE = 5376 S MORRISON ST BOISE ID 83709-5257	DEBRA L JACOBS = 9498 LITTLE RAPIDS WAY ELE GROVE CA 95758-7803	PAMELA M MORRISON = HC 60 BOX 545 RUBY VALLEY NV 89833-9802
LORI L FOGLE = 5376 S MORRISON ST BOISE ID 83709-5257	DEBRA L JACOBS = 9498 LITTLE RAPIDS WAY ELE GROVE CA 95758-7803	PAMELA M MORRISON = HC 60 BOX 545 RUBY VALLEY NV 89833-9802
LORI L FOGLE = 5376 S MORRISON ST BOISE ID 83709-5257	DEBRA L JACOBS = 9498 LITTLE RAPIDS WAY ELE GROVE CA 95758-7803	PAMELA M MORRISON = HC 60 BOX 545 RUBY VALLEY NV 89833-9802

Page 1 of 1

Count	Claim Name	Owner(s)	Location Date	County Doc. #	BLM Ser. #
1	GP 01	RS GOLD LLC	30-Nov-2018	N/A	NV101878639
2	GP 02	RS GOLD LLC	30-Nov-2018		NV101878640
3	GP 03	RS GOLD LLC	30-Nov-2018		NV101878641
4	GP 04	RS GOLD LLC	30-Nov-2018		NV101878642
5	GP 05	RS GOLD LLC	30-Nov-2018		NV101878643
6	GP 06	RS GOLD LLC	30-Nov-2018		NV101878644
7	GP 07	RS GOLD LLC	30-Nov-2018		NV101878645
8	GP 08	RS GOLD LLC	30-Nov-2018		NV101878646
9	GP 09	RS GOLD LLC	30-Nov-2018		NV101878647
10	GP 10	RS GOLD LLC	30-Nov-2018		NV101878648
11	GP 11	RS GOLD LLC	30-Nov-2018		NV101878649
12	GP 12	RS GOLD LLC	30-Nov-2018		NV101878650
13	GP 13	RS GOLD LLC	30-Nov-2018		NV101879526
14	GP 14	RS GOLD LLC	30-Nov-2018		NV101879527
15	GP 15	RS GOLD LLC	30-Nov-2018		NV101879528
16	GP 16	RS GOLD LLC	30-Nov-2018		NV101879529
17	GP 17	RS GOLD LLC	30-Nov-2018		NV101879530
18	GP 18	RS GOLD LLC	30-Nov-2018		NV101879531
19	GP 19	RS GOLD LLC	30-Nov-2018		NV101879532
20	GP 20	RS GOLD LLC	2-May-2019		NV101554365
21	GP 21	RS GOLD LLC	2-May-2019		NV101554366
22	GP 22	RS GOLD LLC	2-May-2019		NV101554367
23	GP 23	RS GOLD LLC	30-Nov-2018		NV101879533
24	GP 24	RS GOLD LLC	30-Nov-2018		NV101879534
25	GP 25	RS GOLD LLC	30-Nov-2018		NV101879535
26	GP 26	RS GOLD LLC	30-Nov-2018		NV101879536
27	GP 27	RS GOLD LLC	30-Nov-2018		NV101879537
28	GP 28	RS GOLD LLC	30-Nov-2018		NV101879538
29	GP 29	RS GOLD LLC	2-May-2019		NV101554368
30	GP 30	RS GOLD LLC	2-May-2019		NV101554369
31	GP 31	RS GOLD LLC	2-May-2019		NV101554370
32	GP 32	RS GOLD LLC	2-May-2019		NV101554371
33	GP 33	RS GOLD LLC	2-May-2019		NV101554372
34	GP 34	RS GOLD LLC	2-May-2019		NV101554373
35	GP 35	RS GOLD LLC	2-May-2019		NV101554374
36	GP 36	RS GOLD LLC	2-May-2019		NV101554375
37	GP 37	RS GOLD LLC	2-May-2019		NV101554376
38	GP 38	RS GOLD LLC	2-May-2019		NV101554377
Address
---
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298

Count	Claim Name	Owner(s)	Location Date	BLM Ser. #
39	GP 39	RS GOLD LLC	2-May-2019	NV101554378
40	GP 40	RS GOLD LLC	2-May-2019	NV101555559
41	GP 41	RS GOLD LLC	2-May-2019	NV101555560
42	GP 42	RS GOLD LLC	2-May-2019	NV101555561
43	GP 43	RS GOLD LLC	2-May-2019	NV101555562
44	GP 44	RS GOLD LLC	2-May-2019	NV101555563
45	GP 45	RS GOLD LLC	2-May-2019	NV101555564
46	GP 46	RS GOLD LLC	2-May-2019	NV101555565
47	GP 47	RS GOLD LLC	2-May-2019	NV101555566
48	GP 48	RS GOLD LLC	2-May-2019	NV101555567
49	GP 49	RS GOLD LLC	2-May-2019	NV101555568
50	GP 50	RS GOLD LLC	2-May-2019	NV101555569
51	GP 51	RS GOLD LLC	2-May-2019	NV101555570
52	GP 52	RS GOLD LLC	2-May-2019	NV101555571
53	GP 53	RS GOLD LLC	2-May-2019	NV101555572
54	GP 54	RS GOLD LLC	11-May-2019	NV101555573
55	GP 55	RS GOLD LLC	11-May-2019	NV101555574
56	GP 56	RS GOLD LLC	11-May-2019	NV101555575
57	GP 57	RS GOLD LLC	11-May-2019	NV101555576
58	GP 58	RS GOLD LLC	1-Sep-2019	NV101767268
59	GP 59	RS GOLD LLC	1-Sep-2019	NV101767269
60	GP 60	RS GOLD LLC	1-Sep-2019	NV101767270
61	GP 61	RS GOLD LLC	1-Sep-2019	NV101767271
62	GP 62	RS GOLD LLC	1-Sep-2019	NV101767272
63	GP 63	RS GOLD LLC	1-Sep-2019	NV101767273
64	GP 64	RS GOLD LLC	1-Sep-2019	NV101767274
65	GP 65	RS GOLD LLC	1-Sep-2019	NV101767275
66	GP 68	RS GOLD LLC	1-Sep-2019	NV101767276
67	GP 69	RS GOLD LLC	1-Sep-2019	NV101767277
68	GP 70	RS GOLD LLC	1-Sep-2019	NV101767278
69	GP 71	RS GOLD LLC	1-Sep-2019	NV101767279
Address
---
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298
RS GOLD LLC • PO BOX 281298 LAMOILLE NV 89828-1298

Page 2 of 2

Danny Boy Property

See attached.

Count	Claim Name	Owner(s)	Location Date	County Doc. #	BLM Serial #	Legacy Ser. #
1	DAN 4	Lappin LLC.	9/1/2019	762499	NV101576434	NMC1194968
2	DAN 5	Lappin LLC.	9/1/2019	762500	NV101576435	NMC1194969
3	DAN 6	Lappin LLC.	9/1/2019	762501	NV101576436	NMC1194970
4	DAN 7	Lappin LLC.	9/1/2019	762502	NV101576437	NMC1194971
5	DAN 8	Lappin LLC.	9/1/2019	762503	NV101576438	NMC1194972
6	DAN 9	Lappin LLC.	9/2/2019	762504	NV101576439	NMC1194973
7	DAN 10	Lappin LLC.	9/2/2019	762505	NV101576440	NMC1194974
8	DAN 11	Lappin LLC.	9/1/2020	776929	NV101746307	NMC1212037
9	DAN 12	Lappin LLC.	9/1/2020	776930	NV101746308	NMC1212038
10	DAN 13	Lappin LLC.	9/1/2020	776931	NV101746309	NMC1212039
11	DAN 14	Lappin LLC.	9/1/2020	776932	NV101746310	NMC1212040
12	DAN 15	Lappin LLC.	9/1/2020	776933	NV101746311	NMC1212041
13	DAN 16	Lappin LLC.	9/1/2020	776934	NV101746312	NMC1212042
14	DAN 17	Lappin LLC.	9/1/2020	776935	NV101746313	NMC1212043
15	DAN 18	Lappin LLC.	9/1/2020	776936	NV101746314	NMC1212044
16	BH 1	Lappin LLC.	9/1/2020	776922	NV101746301	NMC1212031
17	BH 2	Lappin LLC.	9/1/2020	776923	NV101746302	NMC1212032
18	BH 3	Lappin LLC.	9/1/2020	776924	NV101746303	NMC1212033
19	BH 4	Lappin LLC.	9/1/2020	776925	NV101746304	NMC1212034
20	BH 5	Lappin LLC.	9/1/2020	776926	NV101746305	NMC1212035
21	BH 6	Lappin LLC.	9/1/2020	776927	NV101746306	NMC1212036
Address
---
LAPPIN LLC • 258 LITTLE PARK RD GRAND JUNCTION CO 81507-4704
LAPPIN LLC • 258 LITTLE PARK RD GRAND JUNCTION CO 81507-4704
LAPPIN LLC • 258 LITTLE PARK RD GRAND JUNCTION CO 81507-4704
LAPPIN LLC • 258 LITTLE PARK RD GRAND JUNCTION CO 81507-4704
LAPPIN LLC • 258 LITTLE PARK RD GRAND JUNCTION CO 81507-4704
LAPPIN LLC • 258 LITTLE PARK RD GRAND JUNCTION CO 81507-4704
LAPPIN LLC • 258 LITTLE PARK RD GRAND JUNCTION CO 81507-4704

C-1

APPENDIX C

FAIRNESS OPINION

See attached.

EVANS & EVANS, INC.

SUITE 130, 3RD FLOOR, BENTALL II, 555 BURRARD STREET

VANCOUVER, BRITISH COLUMBIA

CANADA V7X 1M8

19TH FLOOR, 700 2ND STREET SW

CALGARY, ALBERTA

CANADA T2P 2W2

357 BAY STREET

TORONTO, ONTARIO

CANADA M5H 4A6

December 5, 2025

AMERICAN PACIFIC MINING CORP.

510 Burrard St., Suite 910

Vancouver, British Columbia V6C 3A8

Attention: Board of Directors

Dear Sirs:

Subject: Fairness Opinion

1.0 Introduction

1.01 Evans & Evans, Inc. (“Evans & Evans” or the “authors of the Opinion”) was engaged by the Board of Directors (the “Board”) of American Pacific Mining Corp. (“APM” or the “Issuer”) to prepare a Fairness Opinion (the “Opinion”) with respect to the proposed acquisition of an undivided 100% interest in certain of APM’s gold-silver properties in Nevada by ICG Silver & Gold Ltd. (“ICG” or the “Purchaser” and together with APM, the “Companies”) in exchange for common shares of ICG and a contingent payment (the “Potential Transaction”). The Potential Transaction is summarized in section 1.03 of this Opinion.

Evans & Evans has been requested by the Board to prepare the Opinion to provide an independent opinion as to the fairness of the Potential Transaction, from a financial point of view to the holders (the “APM Shareholders”) of common shares of APM (“APM Shares”).

APM is a reporting issuer whose shares are listed for trading on the Canadian Securities Exchange (the “CSE”) under the symbol “USGD”. ICG is a newly formed exploration company with no mineral property interests.

1.02 Unless otherwise noted, all monetary amounts referenced herein are Canadian dollars.

1.03 As of the date of the Opinion, the Companies had agreed to the business terms of the Potential Transaction which were set out in a draft Arrangement Agreement (the “Agreement”) and related Share Exchange Agreement (“SEA”). The key terms of the Potential Transaction are highlighted below.

Tel: (604) 408-2222 | www.evansevans.com

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 2

Clearview Gold Inc. (“CGI”) and American Pacific Mining (US) Inc. (“APMUS” and, together with CGI, the “Targets”) are each a wholly owned direct subsidiary of APM. Prior to the closing of the Potential Transaction, the Targets will transfer ownership of any mineral properties other than the Target Properties (as defined below) held by the Targets to APM or a subsidiary of APM
CGI, through its wholly owned subsidiary, CV Gold Inc., is the registered owner of 84 unpatented lode mining claims, which comprise the Danny Boy property in Elko County, Nevada, USA (the “Danny Boy Property”).
APMUS is the registered owner of, among other things, 220 unpatented lode mining claims, which comprise the Tuscarora property in Elko County, Nevada, USA (the “Tuscarora Property” and, collectively with the Danny Boy Property, the “Target Properties”).
APM wishes to sell, and ICG wishes to acquire, all of the issued and outstanding common shares in the capital of APMUS (the “APMUS Shares”) and all of the issued and outstanding common shares in the capital of CGI (the “CGI Shares” and, together with the APMUS Shares, the “Purchased Shares”) in exchange for (i) 11,500,000 common shares in ICG (the “Consideration Shares”), and (ii) certain contingent payments.
In connection with the Acquisition, APM will distribute, on a pro rata basis, approximately 7,500,000 of the Consideration Shares (the “Distribution”) to the APM Shareholders (the “Distribution Shares”) and the remaining 4,000,000 Consideration Shares will be retained by the Issuer (the “Retained Shares”).
Under the Distribution, based on the number of issued and outstanding APM Shares as of the date hereto, each APM Shareholder will be entitled to receive approximately 0.0342 ICG Shares in exchange for each APM Share held (the “Exchange Ratio”) under the Distribution.
Each option outstanding to acquire one APM Share (each an “APM Option”) will be exchanged for: (i) one new APM option (“New APM Option”) to acquire one new APM common share (“New APM Share”) having an exercise price equal to the product of the original exercise price of the APM Option multiplied by the fair market value of a New APM Share at the effective time¹ divided by the sum of the fair market value of a New APM Share and the fair market value of that number of ICG Shares equal to the Exchange Ratio at the effective time; and (ii) one ICG option (“ICG Option”) to acquire that number of ICG Shares equal to the Exchange Ratio, each whole ICG Option having an exercise price equal to the product of the original exercise price of the APM Option multiplied by the fair market value of that number of ICG Shares equal to the Exchange Ratio at the effective time divided by the sum of the fair market value of one New APM

¹ As defined in the Agreement

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 3

Share and that number of ICG Shares equal to the Exchange Ratio at the effective time, provided that the aforesaid exercise prices will be adjusted to the extent, if any, required to ensure that the aggregate in the money amount² of the New APM Option and the ICG Option immediately after the exchange does not exceed the in the money amount immediately before the exchange of the APM Option so exchanged.

Each APM warrant (“APM warrant”) will entitle the APM warrantholder thereof to receive, upon due exercise of such APM Warrant, for the original exercise price: (i) 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 (ii) that number of ICG Shares 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.
The Distribution Shares shall be subject to a contractual hold period and staged release from restriction as follows (the “Contractual Hold”):

a. Twenty percent (20%) (or such greater percentage as APM and ICG may agree to after the date of the Agreement) shall be freely tradeable upon the ICG Listing Date²³;

b. Fifteen percent (15%) shall be released from the Contractual Hold on each of the 12-month, 15-month, 18-month and 21-month anniversaries of the ICG Listing Date; and

c. Twenty percent (20%) shall be released from the Contractual Hold on the 24-month anniversary of the ICG Listing Date.

In the event that APM and ICG agree to a greater percentage than twenty percent (20%) as set out in (a) above, the percentages in (b) and (c) will be adjusted accordingly.

The Parties intend to carry out the transactions contemplated herein pursuant to a plan of arrangement under Part 9, Division 5 of the Business Corporations Act (British Columbia) (“BCBCA”).
A condition of the Potential Transaction is that ICG will have completed a concurrent financing of securities of ICG for minimum aggregate gross proceeds of not less than $2,000,000 (the “Concurrent Financing”).
A condition of the Potential Transaction is that ICG, upon completion of the Arrangement, will satisfy the minimum listing requirements of the CSE and the CSE will have conditionally approved the listing of the ICG Shares on the CSE, subject only to customary post-closing conditions.

² As defined in the Agreement.
³ As defined in the Agreement as the date the ICG Shares are listed for trading on the CSE.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 4

In addition to the Consideration Shares, the SEA sets out the following contingent amount payable from ICG to APM: US$5,000,000 within five (5) business days of achieving commercial production at the Tuscarora Property or the Danny Boy Property (the “Contingent Payment”).

The Agreement does not set out customary provisions with respect to APM receiving a superior offer for the Target Properties upon announcement of the Potential Transaction; however, there is no termination fee and the Issuer may terminate the Agreement if it enters into an alternative transaction. The Agreement does set out an expense reimbursement of up to $400,000 payable by APM to ICG if the Proposed Transaction is canceled under certain scenarios as set out in the Agreement.

The SEA also sets out that if the issuance of any Retained Shares would result in APM becoming an insider of the ICG under applicable securities laws, then, subject to the approval of the CSE, ICG shall issue to APM, in lieu of that portion of such Retained Shares that would result in APM becoming an insider of ICG, an equivalent number of special warrants in the capital of ICG (the “Special Warrants”). Each Special Warrant shall entitle APM to acquire, for no additional consideration and upon the conversion thereof, one ICG Share, provided that such conversion will not cause APM to an insider of ICG under applicable securities laws (the “Ownership Limit”).

Each Special Warrant shall: (i) be convertible only to the extent that such conversion does not result in APM exceeding the Ownership Limit, and further, shall be convertible upon not less than 61 days’ prior written notice to ICG or immediately upon the announcement of a sale, merger, take-over, arrangement or other equivalent transaction involving the ICG or any of the Target Properties (at all times subject to the Ownership Limit); (ii) be non-transferable and non-assignable, except to an affiliate of APM with the prior written consent of ICG and, if required, the CSE; and (iii) confer no voting, dividend or other shareholder rights prior to conversion. The Special Warrants shall be in a form agreed to by the parties, each acting reasonably, and subject to acceptance by the CSE.

The reader should be advised that three directors of APM, each of whom, to the knowledge of Evans & Evans, declared his interest to the Board and abstained from all deliberations and voting in respect of the Potential Transaction, each hold 1.0 million ICG Shares prior to the Proposed Transaction that are subject to the following escrow conditions: (i) 15% upon listing of ICG on the CSE; (ii) 21.25% 12 months from the listing date; (iii) 21.25% 16 months from the listing date; (iv) 21.25% 20 months from the listing date; and (v) 21.25% 24 months from the listing date.

The Potential Transaction had not been announced as of the date of the Opinion.

1.04 The Board has engaged Evans & Evans to act as an independent advisor to APM and to prepare and deliver the Opinion to the Board to provide an independent opinion as to the fairness of the Potential Transaction, from a financial point of view to the APM Shareholders as of December 5, 2025.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 5

1.05 APM was incorporated under the Business Corporations Act (British Columbia) on July 1, 2017, and is in the business of mineral exploration. APM, as of the date of the Opinion, had nine wholly owned subsidiaries. The Issuer’s flagship project is the Madison copper-gold project (“Madison Project”), located just south of Butte, Montana.

From January to November 2025, the Issuer made the following announcements with respect to its mineral properties:

In November 2025 the Issuer announced it has amended and staked nine strategically located claims the Madison Project.
On November 13, 2025, APM announced that it had entered into a share purchase agreement with Vizsla Copper Corp. (“Vizsla”) for the sale of the Palmer VMS project, located in southeast Alaska (the “Palmer Project”) in exchange for $15.0 million in Vizsla shares at closing and further contingent payments.
On October 8, 2025, APM announced the plans for a Phase II drill program at the Madison Project following receipt of a new drill permit.
In July 2025, the Issuer announced results from RC drill holes completed during the Phase I 2025 drilling at the Madison Project. The 3,000 metre Phase I drill program was initially announced in March of 2025 with drilling beginning in April of 2025.
On March 3, 2025, the Issuer announced filing of the updated National Instrument 43 101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) Technical Report for the Palmer Project.

In reviewing the Issuer’s news releases, Evans & Evans found that in 2024 and 2025, APM’s corporate updates focused on the Madison Project and the Palmer Project. The Target Properties were not the subject of any news releases in the two years preceding the date of the Opinion.

The following description of APM’s mineral properties is derived from various public disclosure documents and referenced technical reports.

Target Properties

Danny Boy Property

In May of 2023, American Pacific acquired CGI, including the Danny Boy Property, located on the northern extension of the Carlin trend and adjacent to the Tuscarora Property in Nevada. The Tuscarora District, which includes both the Tuscarora and Danny Boy Properties, covers 2,559 hectares. The Issuer is required to make annual payments of $30,000 per year until April 2032 to maintain its interest in the Danny Boy Property.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 6

The book value of the Danny Boy Property as of June 30, 2025, was $2,255,740. During the six months ended June 30, 2025, the Issuer incurred approximately $24,000 in exploration expenditures on the Danny Boy Property. In the years ended December 31, 2023 and 2024, the Issuer incurred exploration expenditures of $103,000 and $35,000, respectively on the property.

Tuscarora Property

On November 6, 2017, the Issuer entered into an option agreement (the “Tuscarora Option Agreement”) with Novo Resources Corp. (“Novo”). The Tuscarora Option Agreement was amended on December 18, 2019 (the “Amended Tuscarora Option Agreement”). Pursuant to the Tuscarora Option Agreement, Novo will grant the Issuer the exclusive right and option to acquire a 100% right, title, and interest in and to the Tuscarora Project (the “Tuscarora Option”). Pursuant to the Amended Tuscarora Option Agreement, the Issuer: (a) made $400,000 in cash payments to Novo; and (b) issued 266,667 common shares of the Issuer to Novo. The Issuer owns 100% of the Tuscarora Property.

In addition, to earn the Tuscarora Option, the Issuer will have to incur US$100,000 in expenditures on the property annually, starting on the twelve-month period commencing on the first anniversary of the listing date and per each successive twelve-month period thereafter. This amount has been incurred annually. The Tuscarora Property is subject to a net smelter returns (“NSR”) royalty of 0.5% which may be reduced to nil (0%) by paying US$500,000. In addition, the Issuer is also required to annual payments in the amount of $12,000 to Ely Gold Royalties (“Ely Gold”), the owner of the Tuscarora Property.

The book value of the Tuscarora Property as of June 30, 2025, was $4,714,564. During the six months ended June 30, 2025, the Issuer incurred approximately $147,000 in exploration expenditures on the Tuscarora Property. In the years ended December 31, 2023 and 2024, the Issuer incurred exploration expenditures of $152,000 and $159,000, respectively on the property.

Remaining Properties

Following completion of the Potential Transaction, APM will continue to hold, in addition to the Retained Shares, the following mineral property interests.

Madison Project

On June 26, 2020, the Issuer acquired the fully permitted Madison Project near Silver Star, Montana. The Madison Project is located in the heart of Montana’s prolific copper-gold belt. The Madison Project consists of 136 unpatented and 6 patented claims (2,514 acres), accessed via improved dirt roads. The Madison Project was under an earn-in, joint venture agreement signed by Broadway on April 30, 2019, whereby Kennecott Exploration Company (“Kennecott”), part of the Rio Tinto Group must spend US$30 million to earn up to 70% of the Madison Project (the “MP Earn-In Agreement”). On February 5, 2024,

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 7

Kennecott decided not to proceed with the MP Earn-In Agreement; as a result, the Issuer regained 100% ownership of the Madison Project.

During the six months ended June 30, 2025, the Issuer incurred approximately $1.22 million in exploration expenditures on the Madison Project. In the years ended December 31, 2023 and 2024, the Issuer incurred exploration expenditures of $222,000 and $1.78 million, respectively on the property.

Gooseberry

On April 23, 2019, the Issuer acquired through staking the Gooseberry Mine in Storey County, Nevada, USA (the “Gooseberry Project”). The Gooseberry Project includes 42 unpatented claims, totaling approximately 708 acres. The Gooseberry Project contains gold-silver bearing quartz-calcite vein structures that are characterized as low-sulfidation epithermal style mineralization typified by banded to cockade quartz textures and the presence of adularia and kaolinite.

During the six months ended June 30, 2025, the Issuer incurred approximately $13,000 in exploration expenditures on the Gooseberry Project. In the years ended December 31, 2023 and 2024, the Issuer incurred exploration expenditures of $1.1 million and $28,000, respectively on the property.

Palmer Property

As noted above, the Issuer entered into an agreement to sell the Palmer Property in November of 2025. The Palmer Property had been a significant focus of APM, as the Issuer incurred approximately $3.15 million in exploration expenditures at the property in the six months ended June 30, 2025. In the years ended December 31, 2023 and 2024, the Issuer incurred exploration expenditures of $9.6 million and $4.1 million, respectively on the property.

Inactive Projects

In addition to the active projects outlined above, the Issuer has two inactive projects: Rose Hill (Nevada) and Ziggurat (Nevada).

Financial Position and Capital Structure

The Issuer’s working capital at July 31, 2025, was $3,454,726, which does not reflect the fair value of the Vizsla shares to be received in the transaction outlined above. All of the Issuer’s mineral properties are exploration stage and as such the Issuer does not generate any revenue. The net asset value (“NAV”) of APM as of July 31, 2025, was approximately $40.9 million.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 8

APM is authorized to issue an unlimited number of common shares, of which 184,979,104 are issued and outstanding as of the date of the Opinion. In addition, APM has 9,050,000 stock options outstanding to acquire additional APM common shares at exercise prices ranging from $0.08 to $0.62 per common share.

The last financing completed by APM was on April 16, 2024, when the Issuer completed a non-brokered private placement through the issuance of 22,500,000 units at a price of $0.20 per unit for gross proceeds of $4,500,000.

As of the date of the Opinion, the 20-day VWAP of the Issuer’s common shares was $0.207 per share, implying a market capitalization of the Issuer in the range of $38.25 million.

1.06 ICG was incorporated on August 26, 2025, under the laws of British Columbia. The Purchaser’s primary business objective is to pursue suitable acquisition opportunities. ICG’s activities have been limited to the identification and evaluation of assets or businesses for potential acquisition.

Financial Position and Capital Structure

As at September 30, 2025, ICG had cash and cash equivalents of $19,961 and net working capital of $19,961 reflecting an absence of any current liabilities. Subsequent to the period ended September 30, 2025, ICG issued 6,100,000 common shares at a price per share of $0.03 for total proceeds of $183,000.

ICG is authorized to issue an unlimited number of common shares, of which 8,250,000 are issued and outstanding as of the date of the Opinion. The Purchaser does not have any warrants or stock options outstanding to acquire additional ICG Shares. Post-Potential Transaction ICG does intend to establish an employee incentive option plan.

2.0 Engagement of Evans & Evans, Inc.

2.01 Evans & Evans was formally engaged by the Board pursuant to an engagement letter signed October 23, 2025 (the “Engagement Letter”). The Engagement Letter provides the terms upon which Evans & Evans has agreed to provide the Opinion to the Board.

The terms of the Engagement Letter provide that Evans & Evans is to be paid a fixed professional fee for its services. In addition, Evans & Evans is to be reimbursed for its reasonable out-of-pocket expenses and to be indemnified by APM in certain circumstances. The fee established for the Opinion is not contingent upon the opinions presented.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 9

3.0 Scope of Review

3.01 In connection with preparing the Opinion, Evans & Evans has reviewed and relied upon, or carried out, among other things, the following:

Reviewed the draft non-binding term sheet between the Companies dated October 2025.
Reviewed substantially final forms of the Agreement and the SEA.
Interviewed management of the Issuer to gain an understanding of the Target Properties and the plans going forward.
Reviewed ICG management’s responses to Evans & Evans due diligence questions.
Reviewed the Issuer’s website (https://americanpacificmining.com/).
Reviewed a management-prepared summary of historical exploration expenditures on the Target Properties.
Reviewed and relied extensively on the Technical Report Gooseberry Property Storey County, Nevada, USA prepared for APM by Van Phu Bui, P.Geo. with an effective date of June 15, 2022.
Reviewed the trading price of the APM for the 12 months preceding the date of the Opinion. As can be seen from the following chart, the trading price of the Issuer has trended between $0.020 and $0.30 per APM common share in the year preceding the Potential Transaction.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 10

Reviewed APM’s Management Discussion & Analysis for the three and six months ended June 30, 2025, and the years ended December 31, 2023 and 2024.
Reviewed APM’s Unaudited Condensed Consolidated Interim Financial Statements for the six months ended June 30, 2025, and Audited Financial Statements for the years ended December 31, 2021, through 2024 as audited by Davidson & Company LLP, Vancouver, Canada.
Reviewed the Issuer’s press releases for the 18 months preceding the date of the Opinion.
Reviewed the draft ICG financial statements from incorporation to September 30, 2025.
Reviewed a sample of the ICG Subscription Agreement for its $0.03 seed financing round.
Reviewed the ICG capitalization table as of the date of the Opinion.
Reviewed information on the Companies’ markets from a variety of sources.
Reviewed information on mergers & acquisitions involving gold assets.
Reviewed financial, mineral property interest and trading data on the following companies: Athena Gold Corporation; StrikePoint Gold Inc.; Avidian Gold Corp.; Burrell Resources Inc.; Carlin Gold Corporation; Dynasty Gold Corp.; Eminent Gold Corp.; Gold Runner Exploration Inc.; Golden Lake Exploration Inc.; Provenance Gold Corp.; Riley Gold Corp.; Sky Gold Corp.; Westward Gold Inc.; Altius Minerals Corporation; EMX Royalty Corporation; Falcon Gold Corp.; Mundoro Capital Inc.; Eagle Plains Resources Ltd.; Globex Mining Enterprises Inc; Kenorland Minerals Ltd.; Riverside Resources Inc.; Antler Gold Inc.; Transition Metals Corp.; Silver Range Resources Ltd; Mirasol Resources Ltd; and ExGen Resources Inc.
Limitation and Qualification: Evans & Evans did not visit any of the mineral resource properties referenced in the Opinion. Evans & Evans has, therefore, relied on management’s disclosure with respect to the properties/operations of APM and ICG and the various technical reports outlined in section 3.0 of this Opinion.

4.0 Market Summary

4.01 In determining the fairness of the Potential Transaction as of the date of the Opinion, Evans & Evans reviewed the gold and copper market conditions and the market for exploration and development stage companies.

4.02 According to S&P Global Market Intelligence’s November 2025 Corporate Exploration Strategies study, the global nonferrous exploration budget recorded a modest 0.6% decline

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 11

year-over-year ("y-o-y"), decreasing to US$12.4 billion in 2025 from US$12.5 billion in 2024. This marks the third consecutive annual decrease, though the impact was partially mitigated by higher allocations to gold, which helped offset substantial reductions in lithium and nickel budgets.⁴

Gold remains the explorers' favorite, followed by copper, with both commodities enjoying the largest budget increases in dollar terms. In contrast, key critical minerals nickel and lithium recorded significant budget reductions. Exploration in all three top exploration hubs namely Australia, Canada and the United States notably declined, largely due to their weakened junior sectors. Meanwhile, Saudi Arabia, Chile and Peru posted gains, driven by stronger gold and copper allocations.⁴

The shift away from generative grassroots programs persists, with grassroots exploration budgets sinking to a record-low share. The number of active explorers also fell to 2,166 in 2025, from 2,210 in 2024.⁴

Grassroots share hit a new low

The junior sector’s exploration budget increased in 2025 after three consecutive years of decline, mainly due to difficulties in securing funding. The juniors' budget increased from US$1.831 billion in 2024 to US$1.873 billion in 2025.⁴

EVANS & EVANS, INC.

⁴ S&P Global Market Intelligence- CES 2025 Overview – Exploration in numbers

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 12

Funds raised by junior and intermediate companies rose 77% to US$3.59 billion in October 2025 which is close to the March 2021 peak of US$3.69 billion. Gold fundraisings achieved a new record-high, while all three commodity groups posted gains, led by the base and other metals group, which more than doubled month over month. The number of transactions also hit a record, climbing 70% to 424 from 250 in September. Significant financings- transactions valued at over $2 million- rose to 205, up from 117 in September. There were 16 transactions valued at over $50 million, up from 10 in September, reflecting that October's jump was broader in scope, rather than being driven by a few high-valued financings.⁵

Funds raised for the base and other metals group doubled to US$1.12 billion to US$523 million in September. Although silver and nickel declined, these decreases were offset by copper's US$540 million increase, with additional support from gains in zinc and cobalt. The number of transactions in this category climbed to 151 from 85 in September, establishing a new record for the group. The number of significant financings rose to 61

⁵ S&P Capital IQ Market Intelligence- Industry monitor November 2025– Funds raised surpass $3B amid strong gains across all groups

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 13

from 43, while the number of transactions valued at over US$50 million increased to five from three in September.⁵

In October 2025, junior and intermediate mining companies raised over 99% of their funds through equity financing, with initial public offerings (“IPOs”) and debt both accounting for less than one percent. The Toronto Stock Exchange dominated the financing landscape, raising US$1,827.8 million, followed by the Australian Stock Exchange with US$745.1 million and the New York Stock Exchange with US$544.1 million.⁵

An of Nov. 7, 2025.
ASV = Australian Securities Exchange; LSE = London Stock Exchange; TSE = Toronto Stock Exchange.
* Includes convertible and nonconvertible debt.
Source: S&P Global Market Intelligence.
© 2025 S&P Global.

4.03 Gold mining is a global business with operations on every continent, except Antarctica, and gold is extracted from mines of widely varying types and scale. Gold mining is a process of extracting gold from the gold mine by various methods such as placer mining and hard rock mining.⁶ According to Research Nester Pvt Ltd, the global gold mining market size was US$218.6 billion in 2024 and is expected to grow to US$224.42 billion in

⁶ https://www.alliedmarketresearch.com/gold-mining-market

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 14

The global gold mining market is expected to further expand at a compound annual growth rate (“CAGR”) of 3.80% from 2023 to 2037 to US$354.99.⁷

In 2024, Australia and Russia held the world's largest gold mine reserves, estimated at 12,000 metric tonnes, followed by South Africa with 5,000 metric tonnes.⁸ Gold reserves in Argentina, Chile, and Colombia remained unchanged in the fourth quarter of 2024 compared to the third quarter. Argentina’s reserves stayed at 61.74 tonnes, Chile’s remained at 0.25 tonnes, and Colombia’s held steady at 4.68 tonnes.⁹,¹⁰,¹¹

As of 2024, China, Russia, Australia, and Canada were the largest gold producers globally. Total global gold production reached approximately 3,300 metric tonnes, with China alone accounting for an estimated 380 metric tonnes of that amount.¹²

Gold reached record highs of US$3,500 per ounce in April of 2025¹³ and US$3,534 per ounce in August 2025,¹⁴ driven by several tariff-related announcements and plans in the U.S., including reciprocal tariffs on its trade partners, even those with historically close relationships, aimed at reducing the country's trade deficit. The resulting uncertainty, coupled with concerns about a potential rise in inflation and increased tensions between Washington and Ukraine, have led to the increase in gold prices.

Ongoing volatility in the global trade landscape, as the U.S.'s expanding tariff plans sparked reciprocal measures, continued to impact the gold market. Gold reached multiple record highs as economic uncertainties increased interest in safe-haven assets. U.S. recession fears, a weaker U.S. dollar, pockets of supply tightness and inventory building amid worries of impending trade barriers bolstered industrial metals prices but concerns for the impact of constrained trade flows on demand levels and a lingering supply overhang for some metals kept downside risks intact. Consensus gold price targets for the 2025–29 period have been upgraded, while expectations for industrial metals—except for cobalt and zinc—were adjusted lower.¹⁵

In the third quarter of 2025, gold demand including over the counter (“OTC”) transactions increased by 3% y-o-y to 1,313 tonnes. Uncertain global trade policy, geopolitical turbulence and the rising gold price all supported the demand. Central banks remained a key contributor of global demand, purchasing 220 tonnes which indicates a 28% increase quarter over quarter (“q-o-q”). Gold used in technology came under pressure from the

⁷ https://www.researchnester.com/reports/gold-mining-market/6806
⁸ https://www.statista.com/statistics/248991/world-mine-reserves-of-gold-by-country/
⁹ https://tradingeconomics.com/argentina/gold-reserves
¹⁰ https://tradingeconomics.com/chile/gold-reserves
¹¹ https://tradingeconomics.com/colombia/gold-reserves
¹² https://www.statista.com/statistics/264628/world-mine-production-of-gold/
¹³ https://www.jpmorgan.com/insights/global-research/commodities/gold-prices
¹⁴ https://www.businessinsider.com/gold-prices-record-high-tariffs-bullion-gold-bars-trump-russia-2025-8
¹⁵ https://www.capitaliq.spglobal.com/apisv3/spg-webplatform-core/news/article?Id=88362745&redirected=1

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 15

potential impact of US tariffs and the rising gold prices, although growing demand for AI-related applications remains an area of strength.^[16]^

The London Bullion Market Association (“LBMA”) gold price reached US$4,294 per ounce on October 20, 2025, but has since declined. Investor sentiment shifts as the US Federal Reserve (“Fed”) emphasizes that it will move toward a neutral stance and tempers expectations for immediate rate cuts. This increases market uncertainty and volatility, impacting metal markets and risk assets. Persistent inflation, tariff-driven price pressures and signs of a cooling labor market create a complex backdrop requiring careful policy calibration to maintain progress toward price stability.^[17]^

The Fed's hawkish stance has impacted various markets. Bitcoin has sharply declined from its late-October peak amid low odds for a December rate cut. The atmosphere of uncertainty has intensified volatility in US equities, with notable fluctuations observed in the S&P 500 and Nasdaq Composite indexes. As the US Dollar Index briefly strengthened in early November 2025, gold moderated without undermining its fundamental role as a macro hedge. These dynamics highlight how uncertainty surrounding policy rates affects risk assets, while gold continues to demonstrate its defensive appeal despite a temporary slowdown in.^[17]^ The gold price was US$4,026 per ounce as of December 5, 2025.^[18]^

4.04 According to IndexBox, a leading global research firm, the global copper ore market is expected to experience substantial growth by 2030. This growth is primarily driven by

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 16

increasing demand for copper in various sectors, including construction, electrical and electronics, and automotive industries, underpinned by advancements in mining and ore processing technologies. The market's expansion is propelled by the growing electrical and electronics industry, rising construction activities worldwide, and the increasing usage of copper in renewable energy applications. However, the market faces challenges such as environmental concerns related to mining and fluctuating copper prices. Demand for copper ore is influenced by global infrastructure development trends, the burgeoning electric vehicle market, and the shift toward renewable energy sources. Additionally, advancements in telecommunications and the need for high-quality copper in electrical applications shape market demand. Key industries consuming copper ore include the electronics and electrical sector, construction industry, and the automotive sector. The growth of these industries directly impacts the demand for copper ore and concentrates.

The global copper mining market was valued at US$9.26 billion in 2024 and is projected to grow from US$9.61 billion in 2025 to US$13.15 billion in 2032, indicating a CAGR of 5.48% in the forecast period. Copper is mined as composite ore, known as copper oxide ore and copper sulfide. Copper is a necessary component in so many products that the consumption of copper is an important indicator of the economy of a country.^[19]^

4.05 Copper is essential for constructing infrastructure projects such as buildings, bridges, and electric systems. Hence, government initiatives and policies promoting infrastructure development can significantly boost the market.^[20]^ Furthermore, the transition to a clean energy system, powered by technologies like solar panels, wind turbines, and electric vehicles electric vehicle (“EVs”), requires significantly more minerals than traditional fossil fuel-based systems. For example, electric cars need six times more minerals than conventional cars, and wind farms require nine times more than gas-fired plants. The demand for minerals such as lithium, nickel, cobalt, and copper has surged, as these materials are essential for batteries, wind turbines, and electricity networks. As clean energy adoption increases, the energy sector is becoming a dominant force in mineral markets, with demand for certain minerals expected to rise dramatically, especially in scenarios aligned with the Paris Agreement goals.^[21]^

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 17

As shown in the following chart, over the period from January 2021 to the date of the Opinion, copper price has fluctuated between US$3.23 per pound to US$5.839 per pound. Copper was trading at US$5.454 per pound as at the date of the Opinion.²²

The growth of EVs, solar, wind, storage, and charging infrastructure is expected to drive strong growth in copper consumption, although there may be some reduction in copper usage from traditional energy supply and conventional vehicles. According to the renewables market report 2024 issued by the International Energy Agency, renewable energy consumption in the power, heat, and transport sectors is projected to grow by nearly 60% from 2024 to 2030.²³

EVANS & EVANS, INC.

²² https://comexlive.org/copper/
²³ https://www.iea.org/reports/renewables-2024/global-overview

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 18

The London Metal Exchange three-month copper price reached US$11,091 per metric tonne on October 29, 2025, supported by the Fed's second interest rate cut and renewed optimism over a potential US-China trade agreement. However, the meeting between the US and Chinese presidents on November 6, 2025, concluded without a concrete deal, which reintroduced uncertainty into the market. Copper prices faced further downward pressure after the Fed issued cautious guidance on future interest rate cuts, and concerns persisted regarding China's weak copper demand. Leading to a decline in prices to $10,803 per metric tonne on November 17, 2025.

After a brief rebound in August and September of 2025, the US manufacturing Purchasing Manager's Index declined from 49.1 to 48.7 in October, signaling ongoing contraction. The construction sector, which is the largest copper consumer in the US, remained cautious in launching new projects due to macroeconomic uncertainty and volatile trade policies, resulting in slower construction activity.

In the absence of updated official US import data since July due to the government shutdown, estimates based on export data from US trade partners indicate that global cathode exports to the US were about 140,000 metric tonnes in August 2025 and about 100,000 metric tonnes in September 2025. Although these volumes mark a decline from earlier months, combined imports for the combined August-September months remained at least 30,000 metric tons higher y-o-y.

Copper prices gain support on positive sentiment related to US interest rate cuts

As of Sept. 18, 2025.
CPI = consumer price index; LME 3M = London Metal Exchange three-month; t = metric ton.
Sources: S&P Global Market Intelligence; London Metal Exchange.
© 2025 S&P Global.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 19

5.0 Prior Valuations

5.01 The Issuer has represented to Evans & Evans that there have been no formal valuations or appraisals relating to the Target Properties made in the preceding three years which are in the possession or control of the Purchaser and the Issuer.

6.0 Conditions and Restrictions

6.01 The Opinion may not be issued to anyone, nor relied upon by any party beyond the Board and the Exchange. The Opinion may be referenced and/or included in APM’s information circular and may be submitted to the APM Shareholders.

6.02 The Opinion may not be issued to any international stock exchange and/or regulatory authority beyond the CSE.

6.03 The Opinion may not be issued and/or used to support any type of value with any other third parties, legal authorities, nor stock exchanges, or other regulatory authorities, nor any Canadian or international tax authority. Nor can it be used or relied upon by any of these parties or relied upon in any legal proceeding (other than relating to the approval of the Potential Transaction).

6.04 Any use beyond that defined above is done without the consent of Evans & Evans and readers are advised of such restricted use as set out above.

6.05 The Opinion should not be construed as a formal valuation or appraisal of the Target Properties, the Purchaser or the Issuer or any of their securities or assets. Evans & Evans has, however, conducted such analyses as we considered necessary in the circumstances.

6.06 In preparing the Opinion, Evans & Evans has relied upon and assumed, without independent verification, the truthfulness, accuracy and completeness of the information and the financial data provided by the Purchaser and the Issuer. Evans & Evans has therefore relied upon all specific information as received and declines any responsibility should the results presented be affected by the lack of completeness or truthfulness of such information. Publicly available information deemed relevant for the purpose of the analyses contained in the Opinion has also been used.

The Opinion is based on: (i) our interpretation of the information which the Issuer and the Purchaser, as well as their representatives and advisers, have supplied to date; (ii) our understanding of the terms of the Potential Transaction; and (iii) the assumption that the Potential Transaction will be consummated in accordance with the expected terms.

6.07 The Opinion is necessarily based on economic, market and other conditions as of the date hereof, and the written and oral information made available to us until the date of the Opinion. It is understood that subsequent developments may affect the conclusions of the

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 20

Opinion, and that, in addition, Evans & Evans has no obligation to update, revise or reaffirm the Opinion.

6.08 Evans & Evans denies any responsibility, financial, legal or other, for any use and/or improper use of the Opinion however occasioned.

6.09 Evans & Evans expresses no opinion as to the price at which any securities of the Purchaser and the Issuer will trade on any stock exchange at any time.

6.10 Evans & Evans was not requested to, and we did not solicit indications of interest or proposals from third parties regarding a possible acquisition of the Target Properties. Our opinion also does not address the relative merits of the Potential Transaction as compared to any alternative business strategies or transactions that might exist for APM, the underlying business decision of APM to proceed with the Potential Transaction or the effects of any other transaction in which APM will or might engage.

6.11 Evans & Evans expresses no opinion or recommendation as to how any APM Shareholder should vote or act in connection with the Potential Transaction, any related matter or any other transactions. We are not experts in, nor do we express any opinion, counsel or interpretation with respect to legal, regulatory, accounting or tax matters. Evans & Evans have assumed that such opinions, counsel or interpretation have been or will be obtained by APM from the appropriate professional sources. Furthermore, we have relied, with APM’s consent, on the assessments by APM and its advisors, as to all legal, regulatory, accounting and tax matters with respect to APM and the Potential Transaction, and accordingly, we are not expressing any opinion as to the value of APM’s tax attributes or the effect of the Potential Transaction thereon.

6.12 Evans & Evans is expressing no opinion as to whether any alternative transaction might have been more beneficial to APM Shareholders.

6.13 Evans & Evans reserves the right to review all information and calculations included or referred to in the Opinion and, if it considers it necessary, to revise part and/or its entire Opinion and conclusion in light of any information which becomes known to Evans & Evans during or after the date of this Opinion.

6.14 In preparing the Opinion, Evans & Evans has relied upon a letter from the management of APM confirming to Evans & Evans in writing that the information and management's representations made to Evans & Evans in preparing the Opinion are accurate, correct and complete and that there are no material omissions of information that would affect the conclusions contained in the Opinion.

6.15 Evans & Evans has based its Opinion upon a variety of factors. Accordingly, Evans & Evans believes that its analyses must be considered as a whole. Selecting portions of its analyses or the factors considered by Evans & Evans, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 21

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. Evans & Evans’ conclusions as to the fairness, from a financial standpoint to the APM Shareholders of the Potential Transaction were based on its review of the Potential Transaction taken as a whole, in the context of all of the matters described under “Scope of Review”, rather than on any particular element of the Potential Transaction or the Potential Transaction outside the context of the matters described under “Scope of Review”. The Opinion should be read in its entirety.

6.16 Evans & Evans and all of its Principal’s, Partner’s, staff or associates’ total liability for any errors, omissions or negligent acts, whether they are in contract or in tort or in breach of fiduciary duty or otherwise, arising from any professional services performed or not performed by Evans & Evans, its Principal, Partner, any of its directors, officers, shareholders or employees, shall be limited to the fees charged and paid for the Opinion. No claim shall be brought against any of the above parties, in contract or in tort, more than two years after the date of the Opinion.

7.0 Assumptions

7.01 In preparing the Opinion, Evans & Evans has made certain assumptions as outlined below.

7.02 With the approval of APM and as provided for in the Engagement Letter, Evans & Evans has relied upon, and has assumed the completeness, accuracy and fair presentation of, all financial information, business plans, forecasts and other information, data, advice, opinions and representations obtained by it from public sources or provided by the Issuer and the Purchaser or their affiliates or any of their respective officers, directors, consultants, advisors or representatives (collectively, the “Information”). The Opinion is conditional upon such completeness, accuracy and fair presentation of the Information. In accordance with the terms of the Engagement Letter, but subject to the exercise of its professional judgment, and except as expressly described herein, Evans & Evans has not attempted to verify independently the completeness, accuracy or fair presentation of any of the Information.

7.03 Senior officers of APM represented to Evans & Evans that, among other things: (i) the Information (other than estimates or budgets) provided orally by, an officer or employee of APM or in writing by APM (including, in each case, affiliates and their respective directors, officers, consultants, advisors and representatives) to Evans & Evans relating to APM, its affiliates or the Potential Transaction, for the purposes of the Engagement Letter, including in particular preparing the Opinion was, at the date the Information was provided to Evans & Evans, fairly and reasonably presented and complete, true and correct in all material respects, and did not, and does not, contain any untrue statement of a material fact in respect of APM, its affiliates or the Potential Transaction and did not and does not omit to state a material fact in respect APM, its affiliates or the Potential Transaction that is necessary to make the Information not misleading in light of the circumstances under which the Information was made or provided; (ii) with respect to portions of the Information that

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 22

constitute financial estimates or budgets, they have been fairly and reasonably presented and reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Issuer and the Purchaser or their associates and affiliates as to the matters covered thereby and such financial estimates and budgets reasonably represent the views of management of the Issuer and the Purchaser; and (iii) since the dates on which the Information was provided to Evans & Evans, except as disclosed in writing to Evans & Evans, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Issuer and the Purchaser or any of their affiliates and no material change has occurred in the Information or any part thereof which would have, or which would reasonably be expected to have, a material effect on the Opinion.

7.04 In preparing the Opinion, we have made several assumptions, including that all final or executed versions of documents will conform in all material respects to the drafts provided to us, all of the conditions required to implement the Potential Transaction will be met, all consents, permissions, exemptions or orders of relevant third parties or regulating authorities will be obtained without adverse condition or qualification, the procedures being followed to implement the Potential Transaction are valid and effective and that the disclosure provided or (if applicable) incorporated by reference in any information circular provided to shareholders with respect to APM, ICG and the Potential Transaction will be accurate in all material respects and will comply with the requirements of applicable law. Evans & Evans also made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of Evans & Evans and any party involved in the Potential Transaction. Although Evans & Evans believes that the assumptions used in preparing the Opinion are appropriate in the circumstances, some or all of these assumptions may nevertheless prove to be incorrect.

7.05 The Issuer and the Purchaser and all of their related parties and their principals had no contingent liabilities, unusual contractual arrangements, or substantial commitments, other than in the ordinary course of business, nor litigation pending or threatened, nor judgments rendered against, other than those disclosed by management and included in the Opinion that would affect the evaluation or comment.

7.06 As of July 31, 2025, and September 30, 2025, all assets and liabilities of APM, and ICG, respectively, have been recorded in their accounts and financial statements and follow International Financial Reporting Standards.

7.07 There were no material changes in the financial position of the Issuer and the Purchaser between the date of their financial statements and the date of the Opinion unless noted in the Opinion. Evans & Evans specifically makes reference to cash and debt balances of the Issuer and the Purchaser as at the date of the Opinion as outlined in section 1.0 of this Opinion.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 23

7.08 Representations made by the Issuer and the Purchaser in public disclosure documents as to the number of shares outstanding are accurate.

7.09 Representations made by the Issuer with respect to the size of the Target Properties, are accurate, to the best of management’s knowledge.

7.10 The Concurrent Financing is conducted at a price not less than $0.13 per ICG Share.

7.11 Not less than 30% of the Distribution Shares are released upon the Listing Date.

8.0 Analysis of the Consideration

8.01 As outlined in section 1.0 of this Opinion, the consideration being received for the Target Properties is shares of ICG at closing with the Contingent Payment upon either the Tuscarora or the Danny Property being moved into production.

8.02 At closing of the Potential Transaction, APM will receive 11.5 million ICG Shares, which are separated into the Distribution Shares and the Retained Shares. As outlined in section 1.03 of the Opinion, the Distribution Shares are subject to the Contractual Hold. Evans & Evans based the analysis of the Consideration Shares based on the pricing of the Concurrent Financing. As outlined to Evans & Evans, it is expected that the Concurrent Financing will be conducted at a price of $0.15 per ICG Share. Evans & Evans did, however, conduct a sensitivity analysis as the Concurrent Financing was not completed as of the date of the Opinion.

Given the Contractual Hold, Evans & Evans applied a liquidity discount ranging from 15% to 30% on the Distribution Shares, with the lowest discount applied to the Distribution Shares released 12 months following the Listing Date and 30% applied to the Distribution Shares released on the 24-month anniversary of the Listing Date. No liquidity discount was applied to the Distribution Shares released on the Listing Date and the Retained Shares. The liquidity discount was developed based on a review of various restricted stock studies.

The implied value of the Consideration Shares, based on the Concurrent Financing price of $0.15 was $1,725,000 before the application of the discount and $1,514,000 following the application of the discounts. The end result is an implied price per hectare of the Target Properties in the range of $592 to $674.

8.03 The Contingent Payment is US$5.0 million. In the view of Evans & Evans, given the stage of exploration of the Target Properties, there is significant risk associated with whether or when the Contingent Payment is to be received and as such it cannot be quantified with any level of certainty as of the date of the Opinion.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 24

9.0 Analysis of the Target Properties

9.01 In assessing the fairness of the Potential Transaction, Evans & Evans considered the following analyses and factors, amongst others with respect to Properties: (1) precedent transaction analysis (2) guideline public company ("GPC") analysis; and (3) other considerations.

9.02 Evans & Evans did not consider an analysis of APM's market capitalization and trading liquidity as part of the analysis. Post Potential Transaction, the Issuer retains its flagship property (i.e., the Madison Project), the Retained Shares and the shares in Vizsla to be received for the sale of the Palmer Project. As noted above, the Target Properties have not been the subject of any news releases or significant exploration efforts in the 24 months preceding the date of the Opinion. As such, in the view of Evans & Evans, it is not possible to determine the impact of the Potential Transaction on the APM market capitalization.

9.03 Evans & Evans identified 22 transactions involving the sale of gold properties in Canada, the US and Australia between February 2023 and October 2025. The transaction value ("TV") / hectares for the identified transactions ranged from $30 to $54,321 with an average of $3,456 and a median of $381. The TV / hectares multiple implied by the Potential Transaction is a 55% premium to the median.

Evans & Evans reviewed a subset of 17 transactions were the underlying asset had no current 43-101 compliant mineral resource estimate ("MRE"), no JORC²⁴ compliant MRE and no historical MRE or historical mining operations. For these transactions the TV / hectares multiples ranged from $30 to $2,811, with an average of $610 and a median of $307. The TV / hectares multiple for the Target Properties is near the average and a 92% premium to the median.

9.04 Evans & Evans considered the TV per hectare implied by the Potential Transaction in relation to the multiples of exploration-stage guideline public companies ("GPCs") whose shares trade on the TSX Venture Exchange and the CSE and hold gold projects in Nevada. Evans & Evans found the enterprise value²⁵ ("EV") / hectare of the GPCs was in the range of $443 to $12,471, with an average of $4,145 and a median of $3,447, placing the multiples implied by the Potential Transaction below the average and the median and at the low end of the identified peers. However, as outlined above, there is a material difference in the value per hectare for individual properties and the trading multiples of GPCs with multiple properties. As such, Evans & Evans is of the view, the GPC data provides support for the potential market capitalization of ICG upon its listing on the CSE and less representative of the current value of the Target Properties.

²⁴ The Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves ("JORC Code") is a professional code of practice that sets minimum standards for public reporting of minerals exploration results, mineral resources and ore reserves.
²⁵ EV = market capitalization less cash plus debt / minority interests / preferred shares

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 25

In assessing the reasonableness of the above, we considered the following:

there are a limited number of directly comparable public companies, when one considers differentiating factors such as stage of exploration, number of properties and how actively the properties are being advanced / explored;
no company considered in the analysis is identical to ICG or the Target Properties; and,
an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning the differences in the financial and operating characteristics of the Target Properties, the Transaction and other factors that could affect the trading value and aggregate transaction values of the companies to which they are being compared.

10.0 Analysis of ICG

10.01 In assessing the fairness of the Potential Transaction, Evans & Evans conducted a limited analysis of ICG, given its stage of development and that the Potential Transaction is conditional upon the completion of the Concurrent Financing.

11.0 Fairness Conclusion

11.01 In considering fairness, from a financial point of view, Evans & Evans considered the Potential Transaction from the perspective of the APM Shareholders as a group and did not consider the specific circumstances of any particular shareholder, including with regard to income tax considerations.

11.02 Based upon and subject to the foregoing and such other matters as we consider relevant, it is our opinion, as of the date hereof and the date of the Opinion, that the consideration received under the Agreement is fair, from a financial point of view to the APM Shareholders.

In arriving at the conclusion as to fairness, from a financial standpoint, Evans & Evans did consider the following quantitative and qualitative issues which shareholders might consider when reviewing the Potential Transaction. Evans & Evans has not attempted to quantify the qualitative issues.

a. As outlined in section 9.0 of the Opinion, the metrics implied by the Potential Transaction are supported by a review of the transaction multiples.

b. There is potential for share appreciation of ICG post listing if it trades at metrics similar to peers post Listing Date.

c. The APM Shareholders continue to hold their shares of APM and its flagship property, the Madison Project.

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 26

d. The Retained Shares are a source of non-dilutive financing for the Issuer in the future.

e. The Issuer has not significantly advanced the Target Properties in the past three fiscal years, with the focus being on the Madison and Palmer Projects. As such, there is potential that the market is not placing any significant value on the Target Properties.

f. If Special Warrants are issued in lieu of the Retained Shares as outlined in section 1.03 of this Opinion, such Special Warrants do not carry voting rights. Literature supports that often voting versus non-voting securities have limited differences in value, with the theory being voting rights are not inherently valuable is the management of the subject company is making decisions in the best interest of the subject company. In the case of ICG, as the management and directors are significant shareholders, their interests should be aligned and as such the lack of voting control should not materially impact the value of the Special Warrants.

g. ICG does require financing to advance the Target Properties. As outlined in the Agreement, ICG is required to complete the Concurrent Financing. In the view of Evans & Evans, the pricing of the Concurrent Financing must be at least $0.13 per ICG Share in order for the Potential Transaction to be fair to the APM Shareholders.

h. The Concurrent Financing results in ICG having sufficient funds to undertake an exploration program at one or both of the Target Properties and to provide for working capital.

i. The number of shares outstanding in ICG post Potential Transaction is reasonable and establishes a capital structure capable of supporting additional capital raises as ICG advances the Target Properties.

12.0 Qualifications & Certification

12.01 The Opinion preparation was carried out by Jennifer Lucas and thereafter reviewed by Michael Evans.

Mr. Michael A. Evans, MBA, CFA, CBV, ASA, Principal, founded Evans & Evans, Inc. in 1989. For over 35 years, he has been extensively involved in the financial services and management consulting fields in Vancouver, where he was a Vice-President of two firms, The Genesis Group (1986-1989) and Western Venture Development Corporation (1989-1990). Over this period, he has been involved in the preparation of several thousand technical and assessment reports, business plans, business valuations, and feasibility studies for submission to various Canadian stock exchanges and securities commissions as well as for private purposes.

Mr. Michael A. Evans holds: a Bachelor of Business Administration degree from Simon Fraser University, British Columbia (1981); a Master’s degree in Business Administration from the University of Portland, Oregon (1983) where he graduated with honors; the

EVANS & EVANS, INC.

AMERICAN PACIFIC MINING CORP.
Fairness Opinion
December 5, 2025
Page 27

professional designations of Chartered Financial Analyst (CFA), Chartered Business Valuator (CBV) and Accredited Senior Appraiser. Mr. Evans is a member of the CFA Institute, the CBV Institute and the American Society of Appraisers ("ASA").

Ms. Jennifer Lucas, MBA, CBV, ASA, Partner, joined Evans & Evans in 1997. Ms. Lucas possesses several years of relevant experience as an analyst in the public and private sector in British Columbia and Saskatchewan. Her background includes working for the Office of the Superintendent of Financial Institutions of British Columbia as a Financial Analyst. Ms. Lucas has also gained experience in the Personal Security and Telecommunications industries. Since joining Evans & Evans Ms. Lucas has been involved in writing and reviewing several valuation and due diligence reports for public and private transactions.

Ms. Lucas holds: a Bachelor of Commerce degree from the University of Saskatchewan (1993), a Masters in Business Administration degree from the University of British Columbia (1995). Ms. Lucas holds the professional designations of Chartered Business Valuator and Accredited Senior Appraiser. She is a member of the CBV Institute and the ASA.

12.02 The analyses, opinions, calculations and conclusions were developed, and this Opinion has been prepared in accordance with the standards set forth by the Canadian Institute of Chartered Business Valuators.

12.03 The authors of the Opinion have no present or prospective interest in the APM, and ICG, or any entity that is the subject of this Opinion, and we have no personal interest with respect to the parties involved.

Yours very truly,

EVANS & EVANS, INC.

APPENDIX D EXCERPTED STATUTORY PROVISIONS RELATING TO DISSENT RIGHTS

Division 2 – Dissent Proceedings

Definitions and application

237 (1) In this Division:

“dissenter” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“notice shares” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent; and

“payout value” means, (a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution, (b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291 (2) (c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement, or (c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that (a) the court orders otherwise, or (b) in the case of a right of dissent authorized by a resolution referred to in section 238 (1) (g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;

(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution; or

(h) in respect of any court order that permits dissent.

D-1

(2) A shareholder wishing to dissent must:

(a) prepare a separate notice of dissent under section 242 for (i) the shareholder, if the shareholder is dissenting on the shareholder’s own behalf, and (ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is dissenting;

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent; and

(c) dissent with respect to all of the shares, registered in the shareholder’s name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and

(b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a) provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder’s own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is providing a waiver; and

(b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and

(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action

D-2

terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote:

(a) a copy of the proposed resolution; and
(b) a notice of the meeting that specifies the date of the meeting and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote:

(a) a copy of the proposed resolution; and
(b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote:

(a) a copy of the resolution;
(b) a statement advising of the right to send a notice of dissent, and
(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent:

(a) a copy of the entered order; and
(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (a), (b), (c), (d), (e) or (f) must:

(a) if the company has complied with section 240 (1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be;

(b) if the company has complied with section 240 (3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section; or

(c) if the company has not complied with section 240 (1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238 (1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240(2)(b) or (3)(b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238 (1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;

(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner, but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and:

(i) the names of the registered owners of those other shares;

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners; and

(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and:

(i) the name and address of the beneficial owner; and

D-4

(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and
(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,
(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,
(b) the certificates, if any, representing the notice shares, and
(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1)(c) must

(a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
(b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,
(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
(iii) that dissent is being exercised in respect of all of those other shares.

D-5

(3) After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and
(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244 (1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or
(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244 (1), and
(c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1) (b) or (3) (b),

D-6

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter’s notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or
(b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;
(b) the resolution in respect of which the notice of dissent was sent does not pass;
(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;
(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;
(e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;
(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;
(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;
(h) the notice of dissent is withdrawn with the written consent of the company; or
(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244 (4) or (5), 245 (4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244 (1) (b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244 (6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

D-8

E-1

APPENDIX E

INTERIM ORDER AND NOTICE OF HEARING

See attached.

SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY
JAN 23 2026
ENTERED

No. S-260275
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF PART 9, DIVISION 5, SECTION 291 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c. 57, AS AMENDED AND

IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT BETWEEN AMERICAN PACIFIC MINING CORP. AND ICG SILVER & GOLD LTD.

AMERICAN PACIFIC MINING CORP.

PETITIONER

ORDER MADE AFTER APPLICATION

BEFORE ) Associate Judge ) January 23, 2026
) VOS

ON THE APPLICATION of the Petitioner, American Pacific Corp. (the “Company”) for an Interim Order pursuant to its Application filed on Wednesday, January 14, 2026, without notice, and coming on for hearing at 800 Smithe Street, Vancouver, British Columbia on Friday, January 23, 2026, and on hearing Darlene Crimeni, counsel for the Company, and upon reading the Notice of Application filed herein, and Affidavit #1 of Alnesh Mohan, made January 14, 2026 (the “Affidavit”), and filed herein.

THIS COURT ORDERS THAT:

As used in this Order, unless otherwise defined, terms beginning with capital letters will have the respective meanings set out in the Notice of Annual General and Special Meeting

of Shareholders (the “Notice”) and accompanying management information circular (the “Information Circular”), a copy of which is attached as Exhibit “A” to the Affidavit.

THE MEETING

The Company is authorized and directed to call, hold, and conduct a general and special meeting (the “Meeting”) of the holders of record of common shares (“APM Shares”) in the capital of the Company (the “Shareholders”) to be held at McMillan LLP, Royal Centre, 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7 on Wednesday, February 25, 2026 at 10:00 a.m. (Vancouver Time) to consider, and, if deemed advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), in the form attached as Appendix “A” to the Information Circular, approving and adopting the statutory plan of arrangement (the “Arrangement”) involving the Company, the Shareholders, the holders of options to acquire APM Shares, the holders of warrants to acquire APM Shares, ICG Silver & Gold Ltd. (the “Purchaser”, and together with the Company, the “Parties”), Clearview Gold Inc., and American Pacific Mining (US) Inc., all as set forth in the plan of arrangement (the “Plan of Arrangement”), a copy of which is attached as Appendix “B” to the Information Circular, pursuant to the terms and condition of an arrangement agreement dated December 7, 2025, as amended on January 12, 2026 entered into between the Parties (the “Arrangement Agreement”).
The Meeting will be called, held, and conducted in accordance with the Business Corporations Act, SBC 2002, c 57 (the “BCBCA”), the articles of the Company, the Notice and the Information Circular, subject to the terms of this Interim Order (the “Interim Order”), any further Order of this Court, the rulings and directions of the Chairperson of the Meeting, such rulings and directions not to be inconsistent with the terms of this Interim Order. To the extent of any inconsistency or discrepancy between this Interim Order and the terms of any of the foregoing, this Interim Order will govern.

RECORD DATE FOR NOTICE

The record date for determination of the Shareholders entitled to receive the Notice, Information Circular, the forms of voting proxy, and a voting information form, as

applicable (together, the “Meeting Materials”) is the close of business on Friday, January 2, 2026 (the “Record Date”). The Record Date will remain the same despite any adjournments or postponements of the Meeting.

NOTICE OF MEETING

The Meeting Materials, with such amendments or additional documents as counsel for the Company may advise are necessary or desirable, and that are not inconsistent with the terms of this Interim Order, will be sent at least 21 days before the date of the Meeting, excluding the date of mailing, transmission or personal delivery, to the Shareholders as of the Record Date.
The Meeting Materials will be sent:

(a) to each registered Shareholder, by prepaid ordinary mail or by delivery in person or by recognized courier service, addressed to each registered Shareholder at their address as appearing in the applicable records of the Company, or by electronic transmission to any such Shareholder who identifies themselves to the satisfaction of the Company and who requests or accepts such electronic transmission;

(b) to unregistered beneficial Shareholders, by distribution to intermediaries and registered nominees for sending to both non-objecting and objecting beneficial owners in accordance with the procedures prescribed by National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer; and

(c) to the directors and auditor of the Company, by prepaid ordinary mail or by delivery in person or by recognized courier service or by electronic transmission to his, her, or its email address as appearing in the records of the Company.

Substantial compliance with paragraphs 5-6 above will constitute good and sufficient notice of the Meeting and delivery of the Meeting Materials.

4 -
The Meeting Materials shall not be sent to Shareholders where mail previously sent to such holders by the Company, or its registrar and transfer agent has been returned to the Company or its registrar and transfer agent on at least two previous consecutive occasions.
The accidental failure or omission by the Company to give notice of the Meeting or non-receipt of such notice will not constitute a breach of the Interim Order or a defect in the calling of the Meeting and will not invalidate any resolution passed or taken at the Meeting provided that the Meeting meets the Company’s quorum requirements. However, if any such failure or omission is brought to the attention of the Company, then it shall use commercially reasonable efforts to rectify the method of delivery and in the time most reasonably practicable in the circumstances.
The Meeting Materials are hereby deemed to represent sufficient and adequate disclosure and the Company will not be required to send to the Shareholders any other or additional information unless this Court orders otherwise.

DEEMED RECEIPT OF MEETING MATERIALS

The Meeting Materials will be deemed, for the purposes of this Interim Order, to have been received by the Shareholders:

(a) in the case of mailing or personal courier delivery, on the day (Saturdays, Sundays and holidays excepted) following the date of mailing or acceptance by the courier service, respectively;

(b) in the case of delivery in person, upon receipt thereof; and

ADJOURNMENTS AND POSTPONEMENTS

Subject to the terms of the Arrangement Agreement, if the Company deems advisable and notwithstanding the provisions of the BCBCA or the articles of the Company, the Company is specifically authorized to adjourn or postpone the Meeting on one or more occasions or cancel the Meeting without the necessity of first convening the Meeting or first obtaining

any vote of the Shareholders respecting the adjournment or postponement and without the need for approval of the Court.

Notice of any such amendments, modifications, updates or supplements to any of the information provided in the Meeting Materials may be communicated, at any time prior to the Meeting, to the Shareholders by press release, news release, or newspaper advertisement, in which case such notice will be deemed to have been received at the time of publication, or by notice sent by any of the means set forth in paragraph 11, as determined to be the most appropriate method of communication by the Company.
The Record Date for Shareholders entitled to notice of and to vote at the Meeting will not change in respect of adjournments or postponements of the Meeting without a further order of this Court.

PERMITTED ATTENDEES

The persons entitled to attend the Meeting shall be:

(a) the Shareholders or their respective proxyholders;

(b) the officers, directors, and advisors of each Party; and

QUORUM & VOTING AT THE MEETING

The quorum required at the commencement of the Meeting will be at least one person who is, or who represents by proxy, one or more Shareholders who, in the aggregate, hold at least 5% of the issued and outstanding APM Shares.
The only persons permitted to vote on the Arrangement Resolution at the Meeting will be Shareholders appearing on the records of the Company as of the close of business on the Record Date and their valid proxyholders as described in the Information Circular and as determined by the Chairperson of the Meeting upon consultation with the Scrutineer (as hereinafter defined) and legal counsel to the Company.

6 -
Each Shareholder will be entitled to one vote for each Common Share owned as of the Record Date.
The required level of approval on the Arrangement Resolution taken at the Meeting will be (i) two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, and (ii) a simple majority of the votes cast by Shareholders, excluding votes from certain Shareholders are required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special transactions.

AMENDMENTS

The Company is authorized to make such amendments, revisions, or supplements to the Plan of Arrangement to the extent permitted by the Arrangement Agreement, and the Plan of Arrangement as so amended, revised, or supplemented will be the Plan of Arrangement which is submitted to the Meeting, and which will thereby become the subject of the Arrangement Resolution.

SCRUTINEER

Representatives of the Company’s registrar and transfer agent (or any agent thereof), TSX Trust Company, are authorized to act as scrutineers for the Meeting (the “Scrutineer”).

PROXY SOLICITATION

The Company is authorized to permit the Shareholders to vote by proxy using the forms of proxy in substantially the same form as is attached as Exhibit “A” to the Affidavit, subject to the Company’s ability to insert dates and other relevant information in the final form thereof and to make other non-substantive changes and changes legal counsel advise are necessary or appropriate.
The procedures for the form and use of proxies at the Meeting will be as set out in the Meeting Materials.

7 -
The Company may in its discretion generally waive the time limits for the deposit of proxies by Shareholders if the Company deems it advisable to do so, such waiver to be endorsed on the proxy by the initials of the Chairperson of the Meeting.

DISSENT RIGHTS

Registered Shareholders will, as set out in the Plan of Arrangement, be permitted to dissent from the Arrangement Resolution in accordance with the dissent procedures set forth in Sections 237 to 247 of the BCBCA, as modified by this Interim Order, the Final Order, and the Plan of Arrangement, provided that the written notice (the “Dissent Notice”) must be delivered to the Company c/o McMillan LLP 1500 – 1055 West Georgia Street, Vancouver, BC V6E 4N7 (Attention: Arman Farahani) on or before 5:00 p.m. (Vancouver Time) on Monday, February 23, 2026, or two business days immediately prior to the Meeting (as it may be adjourned or postponed from time to time).
Notice to registered Shareholders of their right of dissent with respect to the Arrangement Resolution and to receive, subject to the provisions of the BCBCA and the Plan of Arrangement, the fair value of their shares of the Company, will be given by including information with respect to this right in the Information Circular to be sent to Shareholders in accordance with this Order.

DELIVERY OF COURT MATERIALS

The Company will include in the Meeting Materials a copy of this Interim Order and the Notice of Hearing of Petition for Final Order (the “Court Materials”) and will make available to any Shareholders requesting same, a copy of each of the Petition herein and the accompanying Affidavit.
Delivery of the Court Materials with the Meeting Materials in accordance with this Interim Order will constitute good and sufficient service or delivery of such Court Materials upon all persons who are entitled to receive the Court Materials pursuant to this Interim Order and no other form of service or delivery need be made and no other materials need to be served on or delivered to such persons in respect of these proceedings.

FINAL APPROVAL HEARING

Upon the approval, with or without variation, by the Shareholders of the Arrangement in the manner set forth in this Interim Order, the Company may set the Petition down for hearing and apply for an order of this Court: (i) approving the Plan of Arrangement pursuant to section 291(4)(a) of the BCBCA; and (ii) determining that the Arrangement is procedurally and substantively fair and reasonable pursuant to section 291(4)(c) of the BCBCA (collectively, the “Final Order”). The hearing of the Final Order will be held on Friday, February 27, 2026 at 10:00 a.m. (Vancouver time) or as soon thereafter as the Final Order can be heard or at such other date or time as the Company may advise or court may direct at the Courthouse at 800 Smithe Street, Vancouver, British Columbia.
Any Shareholder or other interested party has the right to appear (either in person or by counsel) and make submissions at the hearing of the Petition provided that such Shareholder or interested party will:

(a) file with this Court a Response, in the form prescribed by the Supreme Court Civil Rules, together with any evidence or material that is to be presented to the Court at the hearing of the application; and

(b) deliver a copy of the filed Response together with a copy of all materials on which such Shareholder or interested party intends to rely at the hearing of the Petition, including an outline of such Shareholder’s or interested party’s proposed submissions to the Company c/o McMillan LLP, 1500-1055 West Georgia Street, Vancouver, British Columbia V6E 4N7, Attention: Arman Farahani, subject to the direction of the Court,

by no later than 4:00 p.m. (Vancouver Time) on the day that is two business days prior to the hearing of the Petition.

If the application for the Final Order is adjourned, only those persons who have filed and delivered a Response, in accordance with the preceding paragraph of this Interim Order, need to be served with notice of the adjourned date.

9 -
The Final Order, if granted, will provide the basis for reliance on the exemption from registration provided in Section 3(a)(10) of the United States Securities Act of 1933, as amended, with respect to the issuance of securities pursuant to the Plan of Arrangement.
The Company will not be required to comply with Rules 8-1 and 16-1 of the Supreme Court Civil Rules in relation to the hearing of the Petition for the Final Order approving the Plan of Arrangement, and any materials to be filed by the Company in support of the application for the Final Order may be filed prior to the hearing of the application for the Final Order without further order of this Court.

VARIANCE

The Company is at liberty to apply to this Honourable Court to vary the Interim Order or for advice and direction with respect to the Plan of Arrangement or any of the matters related to the Interim Order and the Company need not comply with Rule 8-1 of the Supreme Court Civil Rules in any application to do so.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

CHECKED

No. S-260275
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF PART 9, DIVISION 5, SECTION 291 OF THE BUSINESS CORPORATIONS ACT, S.B.C. 2002, c. 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED PLAN OF ARRANGEMENT BETWEEN AMERICAN PACIFIC MINING CORP. AND ICG SILVER & GOLD LTD.

AMERICAN PACIFIC MINING CORP.

PETITIONER

NOTICE OF HEARING OF PETITION

TO: The holders (the "Shareholders") of common shares ("Shares") in the capital of American Pacific Mining Corp. (the "Company")

NOTICE IS HEREBY GIVEN that a Petition to the Court has been filed by the Company in the Supreme Court of British Columbia for approval, pursuant to section 291 of the Business Corporations Act, S.B.C. 2002 c. 57 and amendments thereto, of an arrangement contemplated in an arrangement agreement dated December 7, 2025 (as amended on January 12, 2026, and as it may be further amended) between the Company, ICG Silver & Gold Ltd., Clearview Gold Inc. and American Pacific Mining (US) Inc. (the "Arrangement").

NOTICE IS FURTHER GIVEN that by Order of Associate Judge Vos, an associate judge of the Supreme Court of British Columbia, dated January 23, 2026, the Court has given directions by means of an interim order (the "Interim Order") on the calling of an annual general and special meeting (the "Meeting") of the Shareholders for the purpose of, among other things, considering and voting upon a special resolution to approve the Arrangement.

NOTICE IS FURTHER GIVEN that if the Arrangement is approved at the Meeting, the Petitioner intends to apply to the Supreme Court of British Columbia for a final order (the "Final Order") approving the Arrangement and declaring that the Arrangement is procedurally and substantively fair and reasonable to the Shareholders, which application

118929094 v2

will be heard at the courthouse at 800 Smithe Street, in the City of Vancouver, in the Province of British Columbia or as the Court may direct on February 27, 2026 at 9:45 a.m. (Vancouver time), or so soon thereafter as counsel may be heard or at such other date and time as the Company or the Court may direct.

IF YOU WISH TO BE HEARD AT THE HEARING OF THE APPLICATION FOR THE FINAL ORDER OR WISH TO BE NOTIFIED OF ANY FURTHER PROCEEDINGS, YOU MUST GIVE NOTICE OF YOUR INTENTION by filing a form entitled “Response to Petition” together with any evidence or materials which you intend to present to the Court at the Vancouver Registry of the Supreme Court of British Columbia or as the Court may direct and YOU MUST ALSO DELIVER a copy of the Response to Petition and any other evidence or materials to the Company’s address for delivery, which is set out below, on or before February 25, 2026 at 4:00 p.m. (Vancouver time).

YOU OR YOUR SOLICITOR may file the Response to Petition. You may obtain a form of Response to Petition at the Registry or online from the BC Supreme Court website. The address of the Registry is 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1.

IF YOU DO NOT FILE A RESPONSE TO PETITION AND ATTEND EITHER IN PERSON (OR AS DIRECTED BY THE COURT) OR BY COUNSEL at the time of the hearing of the application for the Final Order, the Court may approve the Arrangement, as presented, or may approve it subject to such terms and conditions as the Court deems fit, all without further notice to you. If the Arrangement is approved, it will affect the rights of the Shareholders.

A copy of the Petition to the Court and the other documents that were filed in support of the Interim Order and will be filed in support of the Final Order will be furnished to any Shareholder upon request in writing addressed to the solicitors of the Petitioner at the address for delivery set out below.

The Petitioner’s address for delivery is:

McMillan LLP
Suite 1500, 1055 West Georgia Street
PO Box 11117
Vancouver, BC V6E 4N7
Attention: Arman Farahani

DATED this 23rd day of January 2026.

Dartle Lumin
Counsel for the Petitioner,
American Pacific Mining Corp.

118929094 v2

APPENDIX F

INFORMATION CONCERNING ICG AFTER THE ARRANGEMENT

The following information reflects the business, financial and share capital position of ICG and is provided as at the date of the Information Circular, except as otherwise indicated. See “Forward Looking Statements” in the Information Circular and “Note Regarding Forward-Looking Information” herein in respect of forward-looking statements that are included in this Appendix “F”.

All capitalized terms used in this Appendix “F” and not defined herein have the meaning ascribed to such terms in the “Glossary of Terms” or elsewhere in the Information Circular. The information contained in this Appendix “F”, unless otherwise indicated, is given as of the date of the Information Circular. Unless otherwise indicated herein, references to “$” are to Canadian dollars and references to “US$” are to United States dollars.

Steven L. McMillin, is the qualified person as defined by NI 43-101 and has reviewed and approved the scientific and technical content relating to ICG in this Appendix “F”.

Note Regarding Forward-Looking Information

Except for statements of historical fact relating to ICG, certain statements in this Appendix “F” constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events or future performance and often includes terminology such as “may”, “will”, “could”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “intend”, “seek”, “forecast”, “project”, “potential”, “target”, “continue”, or similar expressions (including negative variations thereof). These statements reflect management’s current expectations and assumptions regarding ICG’s future operations, strategy, exploration activities, financial position, the completion of the Arrangement with American Pacific Mining Corp. (“APM”), and the broader economic and regulatory environment.

Forward-looking information in this Appendix “F” includes, without limitation:

expectations regarding the completion, timing, structure, and anticipated benefits of the proposed Arrangement with APM;
the closing of the Concurrent Financings (as defined herein) and the use of proceeds therefrom;
ICG’s business plans, including the exploration and potential development of its projects and the potential acquisition of additional mineral properties;
the expected scope, timing, results, and costs of future exploration programs on the Tuscarora District Project (as defined herein);
the timing and receipt of required regulatory, court, shareholder, stock exchange, and other approvals required to complete the Arrangement and related transactions;
ICG’s anticipated milestones and operational objectives following completion of the Arrangement; and
expectations regarding ICG’s financial resources and its ability to fund future activities.

Forward-looking information is based on a number of assumptions that, while considered reasonable by management at the time made, may prove to be incorrect. These assumptions include, without limitation:

that all conditions to completing the Arrangement with APM will be satisfied in a timely manner;
that the Concurrent Financings will be completed on the terms and timeline anticipated;
commodity price assumptions;
expectations regarding exploration results;
the availability of financing on reasonable terms;
the timing and receipt of required permits and approvals;
the availability of skilled labour, equipment, and contractors;
general economic and market conditions; and

LEGAL_48329799.14

the absence of significant disruptions (including geopolitical events, public health crises, adverse weather, or supply chain interruptions).

Forward-looking information is subject to a variety of known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied. These risks include, but are not limited to:

risks relating to the Arrangement with APM, including the ability to satisfy closing conditions, obtain required approvals, and close on the anticipated timeline (or at all);
risks that anticipated benefits of the Arrangement may not be realized;
risks relating to mineral exploration, development, financing, commodity prices, environmental and regulatory matters, and permitting;
delays or inability to complete the Concurrent Financings;
operational risks, competition, title risks, Indigenous rights considerations, and reliance on key personnel and consultants;
market risks relating to the ICG Shares and the absence of a current trading market; and
other risks described under “Risk Factors.”

Readers are cautioned not to place undue reliance on forward-looking information. All forward-looking statements in this Appendix “F” are qualified by these cautionary statements and by the detailed risk factors set out under “Risk Factors.” Forward-looking information is made as of the date of the Information Circular, and ICG does not undertake any obligation to update or revise such information except as required by applicable securities laws.

Financial Information

The audited consolidated financial statements of ICG for the period from incorporation on August 19, 2025 to October 31, 2025, including any notes or schedules thereto and the auditor’s report thereon (the “ICG Financial Statements”), as well as the management’s discussion and analysis of the financial condition and results of operations of ICG for the period from incorporation on August 19, 2025 to October 31, 2025 (the “ICG MD&A”), are attached as Exhibit “A” to this Appendix “F” and form an integral part of the Information Circular.

The audited carve-out financial statements of American Pacific Mining (US) Inc. and Clearview Gold Inc. for the years ended December 31, 2024 and 2023, including any notes or schedules thereto and the auditor’s report thereon, as well as the unaudited consolidated carve-out financial statements for the nine months ended September 30, 2025 (collectively, the “Carve-Out Financial Statements”), as well as the corresponding management’s discussion and analysis for those periods, are attached as Exhibit “B” to this Appendix “F” and form an integral part of the Information Circular.

The unaudited pro forma consolidated financial statements of ICG as at September 30, 2025 and for the nine-month period ended September 30, 2025 and year ended December 31, 2024, including the notes thereto (the “Pro Forma Financial Statements”) are attached as Exhibit “C” to this Appendix “F” and form an integral part of the Information Circular. The Pro Forma Financial Statements have been compiled from and should be read in conjunction with the ICG Financial Statements and the Carve-Out Financial Statements.

Name, Address and Incorporation

ICG was incorporated on August 19, 2025, under the Business Corporations Act (British Columbia) under the name “1553408 B.C. Ltd.”. On August 26, 2025, ICG changed its name to “ICG Resources Ltd.”. On November 24, 2025, ICG changed its name to “ICG Silver & Gold Ltd.”.

ICG’s head office is located at 82 Richmond Street East, Toronto, ON M5C 1P1 and its registered office is located at 1500, 1055 West Georgia Street, Vancouver, BC, V6E 4N7.

Intercorporate Relationships

ICG does not have any subsidiaries.

Upon completion of the Arrangement, ICG will have two directly held wholly-owned subsidiaries, Clearview Gold Inc., a company incorporated under the Business Corporations Act (British Columbia), and American Pacific Mining (US) Inc., a company incorporated under the laws of the State of Nevada. Clearview Gold Inc. will have one wholly-owned subsidiary, CV Gold Inc., a company incorporated under the laws of the State of Nevada.

General Development of the Business

History

The following is a discussion of the general development of ICG’s business from incorporation on August 19, 2025, to the date hereof. The discussion includes the major events or conditions that have influenced that development through the aforementioned period.

On August 19, 2025, ICG was incorporated under the Business Corporations Act (British Columbia) under the name “1553408 B.C. Ltd.”. Concurrent with ICG’s incorporation, Steven Sirbovan was appointed as the sole director and President.

On August 26, 2025, ICG changed its name to “ICG Resources Ltd.”

On September 24, 2025, ICG completed a non-brokered private placement of 2,000,000 common shares at a price of $0.01 per share for gross proceeds of $20,000.

On October 10, 2025, ICG completed a non-brokered private placement of 6,100,000 common shares at a price of $0.03 per share for gross proceeds of $183,000.

On October 10, 2025, ICG issued 150,000 ICG Shares at a deemed price of $0.03 per share to its Chief Financial Officer, William Avery, as a one-time signing bonus. See “Employment, Consulting and Management Agreements”.

On October 14, 2025, Erik Sloane was appointed as a director of ICG.

On October 15, 2025, William Avery was appointed as the Chief Financial Officer of ICG.

F-3

On November 11, 2025, ICG completed a non-brokered private placement of 500,000 common shares at a price of $0.03 per share for gross proceeds of $15,000.

On November 13, 2025, Jeff Swinoga was appointed as a director of ICG.

On November 19, 2025, Steven Sirbovan was appointed Chief Executive Officer of ICG, Jeff Swinoga was appointed Chair of the Board, and Korbon McCall was appointed Vice President, Exploration.

On November 24, 2025, ICG changed its name to “ICG Silver & Gold Ltd.”.

On December 7, 2025, ICG entered into an arrangement agreement with APM to complete the Arrangement. For a description of the Arrangement, see “The Arrangement” in the Information Circular.

On December 15, 2025, ICG completed the first tranche of a non-brokered private placement of 5,209,659 common shares at a price of $0.15 per share for gross proceeds of $781,449.

On January 9, 2026, ICG completed the second and final tranche of a non-brokered private placement of 4,797,666 common shares at a price of $0.15 per share for gross proceeds of $719,650.

On January 10, 2026, Gary Baschuk was appointed as a director of ICG.

On January 21, 2026, ICG and APM entered into an amendment to the Arrangement Agreement.

Significant Acquisitions

ICG has not completed any significant acquisitions.

Concurrent Financings

Subscription Receipt Financing

Prior to the completion of the Arrangement, ICG intends to complete a non-brokered private placement of a minimum of 7,142,900 Subscription Receipts (the “Subscription Receipts”) at a price of $0.35 per Subscription Receipt for minimum gross proceeds of approximately $2,500,015 (the “Subscription Receipt Financing”). All subscription funds will be held in escrow by an escrow agent. In connection with the closing of the Arrangement, each Subscription Receipt will be automatically deemed exercised, without payment of additional consideration or further action by the holder, into one unit (each, a “Unit”), with each Unit consisting of one ICG Share and one-half of one common share purchase warrant (each whole warrant, a “Warrant”), and the escrowed funds will be released to ICG. Each warrant will be exercisable into one ICG Share. ICG may pay cash finder’s fees of up to 7% of the gross proceeds to eligible finders and may issue finder’s warrants of up to 7% of the number of Subscription Receipts sold. The terms of the Warrants and the finder’s warrants will be finalized in the context of the market.

Unit Financing

Following completion of the Arrangement and in connection with the listing (the “Listing”) of the ICG Shares on the Canadian Securities Exchange (“CSE”), ICG intends to complete a non-brokered private placement of a minimum of 2,857,200 Units at a price of $0.35 per unit for minimum gross proceeds of approximately $1,000,020 (the “Unit Financing,” and together with the Subscription Receipt Financing, the “Concurrent Financings”). The Units issued in the Unit Financing will be on the same terms as the Units issued upon conversion of the Subscription Receipts, consisting of one ICG Share and one-half of a Warrant. Each whole Warrant will be exercisable into one ICG Share. In connection with the financing, ICG may pay cash finder’s fees of up to 7% of the gross proceeds to eligible finders and may issue finder’s warrants of up to 7% of the number of Units sold. The terms of the Unit Financing Warrants and the finder’s warrants will be finalized in the context of the market

F-4

F-5

Description of Business

Overview

ICG is a recently formed mineral exploration and development company. It is currently focused on acquiring and advancing the Tuscarora District Project in northern Nevada. The company’s strategy is centered on:

Advancing the Tuscarora District Project through systematic exploration and technical studies;
Building a district-scale geological model; and
Progressing the project toward resource definition and future development.

The Tuscarora District Project is a silver/gold epithermal system sitting on the Carlin Trend, about one hour northwest of Elko, Nevada. Upon closing, ICG will control 100% of the approximately 8,000-acre land package, which has had extensive rock chip sampling, thousands of meters of RC and core drilling, and tens of kilometers of CSAMT geophysics completed on the property. ICG fundamentally believes in the long-term value of precious metals exploration, especially silver and gold.

ICG is currently in the process of applying for listing on the CSE, anticipated in Q1 2026.

ICG is led by a technical and management team with extensive experience in exploration, permitting, capital markets, and development of mining projects in the Western United States, including Nevada.

Principal Products or Services

ICG is an exploration-stage company and does not currently mine, produce, or sell any mineral products. None of ICG’s owned properties and controlled land holdings in the Tuscarora District Project, or elsewhere, contain any known or identified mineral resources or mineral reserves as defined under applicable securities legislation. ICG’s exploration activities are focused primarily on silver and gold.

As an exploration-stage issuer with no producing properties, ICG does not generate operating income, cash flow, or revenue. ICG has not completed any current mineral resource estimates on its properties. There is no assurance that a commercially viable mineral deposit exists on any of ICG’s projects, including the Tuscarora District Project. ICG does not expect to receive income from its properties in the foreseeable future.

ICG intends to continue evaluating, exploring, and advancing its projects through additional financings. ICG’s primary objective is to explore and assess the Tuscarora District Project, and it intends to undertake exploration work programs consistent with recommendations from its geological and technical advisors.

Production and Sales

ICG has no producing properties and therefore has no production or sales activities at this time.

Specialized Skill and Knowledge

Mineral exploration and development requires a broad range of specialized skills and expertise, including geology, engineering, environmental compliance, drilling, logistical planning, project management, finance, accounting, and legal. ICG relies on both internal personnel and external consultants who possess these skills. To attract and retain qualified individuals, ICG seeks to maintain competitive compensation structures and consultant arrangements.

Competitive Conditions

As a mineral exploration and development company, ICG may compete with other entities in the mineral exploration and development business in various aspects of the business including: (a) seeking out and acquiring mineral exploration and development properties; (b) obtaining the resources necessary to identify and evaluate mineral properties and to conduct exploration and development activities on such properties; and (c) raising the capital

necessary to fund its operations. The mining industry is intensely competitive in all its phases, and ICG may compete with other companies that have greater financial resources and technical facilities. Competition could adversely affect ICG’s ability to acquire suitable properties or prospects in the future or to raise the capital necessary to continue with operations. See “Risk Factors.”

Cycles

The mineral exploration industry is cyclical. ICG's ability to raise capital and advance exploration programs is heavily influenced by global economic conditions and by fluctuations in the prices of silver and gold. These prices have experienced substantial volatility in recent years and are difficult to forecast. Periods of declining commodity prices can reduce investor interest in exploration companies, restrict access to capital, and negatively impact the economic potential of the Tuscarora District Project.

External events, including global economic disruptions, financial market instability, geopolitical developments, and public health emergencies, may further exacerbate commodity price volatility and financing challenges. Such conditions may affect ICG’s ability to implement its business plans. See “Risk Factors.”

Economic Dependence

As an exploration-stage company with no producing assets or operating revenue, ICG is economically dependent on its ability to obtain external financing to fund its operations and exploration programs. ICG also relies heavily on the Tuscarora District Project, and its future business prospects are dependent on the successful advancement of these Projects.

ICG may additionally depend on a limited number of consultants, contractors, and service providers to carry out key exploration and technical activities. Any disruption in access to financing, the Tuscarora District Project, or essential third-party services could have a material adverse effect on ICG’s business and planned exploration activities.

Environmental Protection

ICG is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous materials and other matters. ICG may also be held liable should environmental problems be discovered that were caused by former owners and operators of its properties. ICG conducts its mineral exploration activities in compliance with applicable environmental protection legislation. ICG is not aware of any existing environmental problems related to any of its properties that may result in material liability to ICG.

Future changes to environmental laws or regulations, or more stringent enforcement, could result in increased costs, operating restrictions, or delays in planned exploration activities. Additional information on environmental risks is provided under “Risk Factors.”

Employees

As of the date hereof, ICG has no permanent full-time or part-time employees. Following the completion of the Arrangement, ICG expects to continue without permanent employees, with operations managed by its directors and officers. ICG anticipates engaging consultants in geology, exploration, and related technical and administrative fields as required.

Foreign Operations and Governmental Regulation

ICG’s mineral projects are located in the United States and are subject to the political, economic, regulatory, and social conditions of that jurisdiction. ICG’s silver and gold exploration activities on the Tuscarora District Project are governed by extensive federal, state, and local laws and regulations relating to environmental protection; the use and management of hazardous substances and explosives; natural resource management; mineral exploration; mine development, operation, and closure; reclamation and remediation; exports; taxation; business dealings with

F-6

Indigenous peoples; labour and occupational health and safety (including mine safety); and the preservation of historic and cultural resources.

Regulatory approvals, permits, and licenses are required for various aspects of ICG’s exploration activities, and such approvals may not be granted on a timely basis or at all. Changes to permitting processes, amendments to taxation or mining policies, shifts in enforcement practices, or broader regulatory changes at the federal or state level could impose additional costs, new restrictions, or delays on ICG’s planned exploration programs. Failure to comply with applicable laws may result in fines, penalties, permit revocation, loss of mineral rights, or requirements to undertake corrective or remedial measures, which could involve significant expenditures. ICG may also be required to compensate third parties for loss or damage arising from regulatory non-compliance.

These regulatory and governmental risks, together with broader U.S. political and economic uncertainties – such as currency fluctuations, inflation, labour issues, or increased environmental advocacy – could have a material impact on ICG’s operations, financial condition, or future profitability. See “Risk Factors.”

Lending Operations, Investment Policies and Restrictions

ICG has not adopted any specific investment or lending policies but will ensure that any investment or debt-related activities undertaken are consistent with the interests of ICG and its shareholders.

Bankruptcy and Similar Procedures

There is no bankruptcy, receivership or similar proceedings against ICG, nor is ICG aware of any such pending or threatened proceedings. There have not been any voluntary bankruptcy, receivership or similar proceedings by ICG since incorporation or currently proposed for the current financial year.

Reorganizations

There have been no material reorganizations of or involving ICG since incorporation or currently proposed for the current financial year.

Social or Environmental Policies

At its current stage of development and activities, ICG has limited financial obligations in meeting applicable environmental standards. This may change as ICG advances its projects. Environmental regulations that are applicable to ICG cover a wide variety of matters, including, without limitation, prevention of waste, pollution and protection of the environment, labour regulations and worker safety. While ICG does not currently expect the impact of costs and other effects related to compliance with environmental, health and safety regulations to have a material adverse effect on its financial condition or results of operations, such regulations are evolving in a manner which is likely to result in stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their directors and employees. Such stricter standards could impact ICG’s costs and have an adverse effect on results of operations. Furthermore, an environmental, safety or security incident could impact ICG’s reputation in such a way that the result could have a material adverse effect on its business and on the value of its securities.

Trends, Commitments, Events or Uncertainties

There are significant uncertainties related to the price of gold, silver, and other minerals, as well as the availability of equity financing required to support current and future mineral exploration and development activities. Mineral prices have experienced substantial volatility in recent years, and similar fluctuations are expected to continue. There is no guarantee that ICG will be able to secure the financing necessary to advance its exploration programs or pursue new opportunities. Any inability to raise funds on a timely basis may constrain ICG’s ability to grow and execute its business strategy. Apart from these risks and those identified under “Risk Factors”, ICG is not aware of any additional trends, commitments, events, or uncertainties that are reasonably likely to have a material adverse effect on its business, financial condition, or results of operations.

F-7

F-8

Tuscarora District Project

Following the completion of the Arrangement, the Tuscarora and Danny Boy projects (the “Projects”, and collectively, the “Tuscarora District Project”) will be ICG’s material property for the purposes of NI 43-101.

The following disclosure regarding the Projects is primarily extracted and derived from the technical report entitled “NI 43-101 Technical Report – Tuscarora Project – Elko County, Nevada, USA” prepared by Steven L. McMillin (the “Author”), dated January 5, 2026 (the “Technical Report”), and is subject to all of the assumptions, information and qualifications set forth therein. A full copy of the Technical Report is available on ICG’s website at www.icgsilverandgold.com.

Property Description and Location

The Tuscarora District Project is located near the community of Tuscarora in Elko County, Nevada, on the eastern slope of the Northern Tuscarora Range at the base of Mount Blitzen, within the Tuscarora and Mount Blitzen 7.5-minute USGS topographic map sheets. The approximate centroid of the Project is at north latitude 41°18'21" N and longitude 116°13'25" W (UTM Zone 11N, WGS84: 565,000 m Easting; 4,573,000 m Northing), spanning portions of Sections 2 and 3, T39N R51E and Section 35, T40N R51E. The Project lies approximately 87 km (54 mi) north-northwest of Elko, Nevada, and is accessible year-round by vehicle. Primary access is via Nevada State Highway 225 north from Elko, then west on Nevada State Highway 226, with local access provided by ranch roads and unimproved single-track roads. The town of Tuscarora adjacent to the Project is powered by the regional electric grid.

Figure 1: Project Location

The Tuscarora District Project comprises 401 unpatented lode mining claims covering approximately 3,246 hectares (8,020 acres). All claims are held under the U.S. General Mining Law of 1872, as amended, on lands administered by the Bureau of Land Management (BLM); unpatented claims confer exclusive rights to explore and develop but do not grant unrestricted rights to extract or sell minerals. Annual federal maintenance fees of US$200 per claim are due by September 1, with Elko County filings (Notice of Intent to Hold plus fees) due by November 1; the estimated total filing cost for 2026 is US$91,027, and all claims were in good standing as of the effective date of the Technical Report.

The Tuscarora District Project has good access and infrastructure, is proximal to Elko which serves as a mining service hub with rail and a regional airport, and exploration can be conducted year-round. Nearby electrical infrastructure includes the Tuscarora geothermal plant (approximately $18\mathrm{km}$ north-northeast) and a $345\mathrm{kV}$ high-tension transmission line approximately $14\mathrm{km}$ south, accessible via substation and supplying regional mines. Nearby active mining sites include the underground mine at Jerritt Canyon (approximately $15\mathrm{km}$ east) and the Carlin Trend mines operated by Nevada Gold Mines (approximately $40\mathrm{km}$ south of the Tuscarora District Project).

Ownership and Agreements

ICG Silver & Gold Ltd. has agreed to acquire the Tuscarora District Project (including the Tuscarora and Danny Boy projects) from APM under an Arrangement Agreement dated December 7, 2025, as described under "The

Arrangement" in the Information Circular. APM acquired 100% of the Tuscarora project under an option agreement with Novo Resources Corp. (amended December 18, 2019), having paid US$400,000 in cash, issued 266,667 APM shares, and met annual work requirements; APM announced it held 100% interest on February 3, 2021, with a 0.5% NSR buyable to 0% for US$500,000.

The Tuscarora project is subject to a precious-metals NSR payable to Ely Gold Royalties that varies with gold price: 2% at ≤US$1,500/oz, 3% at >US$1,500 to ≤US$2,000/oz, and 4% at >US$2,000/oz; other minerals bear a 2.5% NSR, and annual minimum royalties have been scheduled from 2018 onward and have been paid through 2025. APM's September 15, 2021 lease assignment with Ubica Gold Corp. covered 77 claims (1,031 acres), incorporating subleases with RS Gold LLC (20-year initial term with escalating annual payments to US$50,000 and a 3% NSR with up to 2% buyback at US$1,000,000 per 1%). A separate Rose Hill Agreement (10-year initial term, extendable 10 years) includes escalating advance royalty payments (paid through 2025) and a 3% NSR with up to 2% buyback at US$1,000,000 per 1%. In May 2023, APM acquired Clearview Gold Inc. (CGI), including the Danny Boy Claims and Lappin Project; Danny Boy carries a 1.5% NSR (0.5% buyback for US$500,000), and Lappin has annual payments and a 3% NSR, with buyback options for up to 2%. Required annual claim maintenance fees for Danny Boy have been paid to date.

Permits and Environmental Assessment

Exploration activities that cause surface disturbance require BLM authorization: up to 5 acres under a Notice of Intent (NOI) with bonding, and for greater disturbance, a Plan of Operations with an Environmental Assessment (and possibly an Environmental Impact Statement) with timelines dependent on site-specific sensitivities. Recent NOI and bonding history includes ROD NVN-96554 (bond US$11,491, dated March 21, 2018) and ROD NVN-98602 (bond US$14,161, dated August 23, 2019); a 2023 notice expired in April 2024, and a replacement notice was filed in September 2024. As of the replacement notice, 24 drill sites and sumps and 664 linear meters (2,178 feet) of overland travel routes were reclaimed and reseeded, and the BLM Tuscarora office issued a release of reclamation liability on October 10, 2025.

ICG does not own surface rights at the Tuscarora District Project. To conduct ground-destructive exploration work, ICG requires exploration approvals from the BLM, which include surface access rights. Water rights are owned by the State of Nevada and are not included with mineral claims; water rights agreements within the project area were not assessed in this report. To the best of the knowledge of the Author, there are no environmental liabilities, significant factors or risks that may affect access, title, or the right or ability of ICG to perform exploration work on the Tuscarora District Project.

History

The Tuscarora district has a rich mining history dating back to 1867, when placer gold was first discovered on McCann Creek. In 1871, rich silver veins trending northeast on the east flank of Mt. Blitzen were discovered. The first silver shipments occurred in 1875. In 1876, bonanza-grade silver mineralization was found in east-northeast-trending veins at the Grand Prize mine. Mines in the northeast trending zone near the Grand Prize included the Independence, Defrees, and Argenta, which were silver-dominant with a silver-gold ratio of about 150:1. The Dexter Mine, just south of town, produced around 40,000 ounces of gold and 100,000 ounces of silver from 1897 to 1935. After 1905, nearly all the district's production came from the Dexter Mine.

Underground mining at Dexter first produced higher-grade silver and gold quartz-adularia veins. As mining progressed, ore zones expanded and the grade declined, consisting of silicified and adularia-altered stockwork quartz-adularia veinlets mixed with smaller quartz veins, all located in lapilli airfall tuffs, dacitic ash flows, and fine-grained epiclastic tuffs. The district produced approximately 204,000 ounces of gold and 7,632,000 ounces of silver from placer, quartz veins, and quartz stockwork mineralization between 1875 and 1990, with an unconfirmed 300,000 ounces of placer gold possibly from the west end of the district. Most of the known historical production figures were gathered from outside the current project boundary.

From 1930 to 1982, the focus was on extracting large quantities of low-grade gold-silver ores suitable for bulk mining. Many early dumps were reprocessed using heap leaching methods. Exploration in the Tuscarora district has been ongoing almost continuously since 1982, with each new operator building upon the work of the previous one. Multiple

F-10

companies have conducted drilling, geophysics, mapping, permitting, and reclamation across the district. Production summarized by Crawford (1992) from Nevada Department of Taxation records indicated Horizon produced 39,976 ounces of gold and 254,660 ounces of silver from the Dexter Open Pit between 1989 and 1991.

Geological Setting, Mineralization and Deposit Types

Regional and Local Geology

The Tuscarora District Project is located within the Great Basin of the Basin and Range physiographic province, situated in the southeastern part of the Eocene Tuscarora volcanic field. The Tuscarora District Project lies within a broad tectono-magmatic belt known as the Interior andesite-rhyolite assemblage and is part of Nevada's largest Eocene volcanic field. The volcanic field features highly deformed Paleozoic sedimentary rocks that belong to the allochthonous upper plate units of the Antler Orogeny, overlain by extensive ignimbrite deposits formed during the Eocene period, with the Tuscarora volcanic field among the most significant sources of these deposits. Multiple calderas occur regionally within the Tuscarora area. Six magmatic episodes (39.97 to 39.3 million years ago) have been identified. Ordovician Valmy Formation underlies up to approximately 1,524 meters (5,000 feet) of Eocene volcanic rocks, intruded by porphyritic biotite-hornblende dacite and overlain by up to approximately 150 meters (500 feet) of Tertiary to Quaternary-age alluvium, gravel, and lacustrine deposits that thicken toward the south.

Structural Geology

The Tuscarora district lies next to and outside the Mount Blitzen eruptive center, which is bound by high-angle normal faults. The district also covers the southeastern flank of the Mount Blitzen anticline, which trends northeast. This anticline is symmetrical and forms an elongated dome created by a large intrusive body that runs parallel to and beneath it. Northwest-striking faults cross the Mount Blitzen boundary faults and contain many veins in the district. Late northeast-trending faults generally dip southeast or are nearly vertical; they have created down-dropped blocks toward the south. The nearby Independence Valley, trending north-northeast, is an east-tilted half-graben that formed during late Cenozoic Basin and Range extension. There has been at least 914 meters (3,000 feet) of vertical displacement between Tuscarora and Wheeler Mountain.

Mineralization

Two deposit types are present within the district. Silver-dominant deposits with high Ag/Au ratios are located in the northern part of the district, while gold-dominant deposits are found in the south. Silver-rich veins are characterized by Ag/Au ratio greater than 100, elevated base metal content, narrow alteration selvages around quartz-carbonate veins, and distinctively high calcium, lead, manganese, zinc, cadmium, thallium, and selenium. Mineralization occurs as gold- and silver-bearing quartz-adularia veins developed within structures connected to the Mount Blitzen volcanic center. These veins are exposed at higher elevations, generally trend southeast, and dip 50° to 85° southwest. The South Navajo vein is the most extensively explored structure, identified through drilling along strike for approximately 1.5 km (0.9 miles). Gold-rich veins are defined by Ag/Au ratio less than 15, lack of significant base metal concentration, boiling textures, widespread silica and adularia alteration, stockwork veining and cavity-filled textures, and characteristically high mercury and molybdenum. Major vein structures within the Tuscarora District Project include Modoc, Eureka, and Golden Calf (west), South Navajo and Dexter Splay (central), and East Pediment (east).

A propylitic alteration assemblage includes chlorite, calcite, albite, sericite, and pyrite. Gold zone alteration is characterized by widespread adularia and silica. Hypogene kaolinite and montmorillonite are present in both zones.

Deposit Model

Mineralization in the Tuscarora District Project aligns with low-sulfidation epithermal Au-Ag-type deposits. Low-sulfidation epithermal Au-Ag deposits form in the upper crust at the paleosurface, roughly 1,500 meters (4,900 feet) below the water table, at temperatures ranging from about 100° to 300°C (200° to 600°F). Epithermal deposits commonly appear as veins or breccias within local extensional or dilational zones, often marked by faults and fractures filled with quartz, carbonate, adularia, clay, and zeolite minerals. These veins usually exhibit banded, colloform, and crustiform textures and display boiling features such as bladed and plumose quartz. Economic minerals in low-

F-11

sulfidation deposits include electrum, silver sulfides, selenides, sulfosalts, and gold and silver tellurides. Gangue minerals typically consist of quartz, adularia, illite/sericite, and carbonate minerals. Pyrite and/or marcasite are also common.

Exploration

Work carried out on the Tuscarora District Project by American Pacific Mining Corp. (APM) in 2018 included 3,143 meters (10,120 feet) of drilling across 17 drill holes and 135 widely spaced gravity station readings throughout the Tuscarora District Project area. In 2019, OceanaGold performed a geophysical survey with 458 gravity station readings and 21 line-kilometers (13 line-miles) of Controlled Source Audio-frequency Magneto-telluric (CSAMT) measurements over the Tuscarora District Project. Gravity surveys in 2018 and 2019 mapped subsurface embayments, structural fabrics, and features consistent with known veins.

CSAMT surveys have been conducted by several operators in Tuscarora, including Franco-Nevada in 2000, Terraco in 2017, Oceana in 2019, and APM in 2022 and 2025. A total of 21 line-kilometers (13 line-miles) of CSAMT was completed on the property for OceanaGold between June 6 and June 21, 2019. Eight targets were identified through the integration of geochemistry, gravity, and CSAMT. A total of 31 line-km along eight N70E lines was used for a CSAMT survey from May 23 to July 3, 2022. Alteration and structure were notable features of the CSAMT inversion, with two-layered alteration complexes interpreted as extending along the lines, consisting of a surface layer of silica alteration underlain by a layer of argillic alteration, and strong vein responses.

KLM Geoscience conducted a controlled-source audio magnetotelluric (CSAMT) survey for ICG Silver and Gold Ltd. at the Tuscarora District Project in Elko County, NV, over 21 days, from November 2 to November 22, 2025. A total of 7 lines were recorded, covering 44,000 line-meters of data. Data were plotted as 2-D pseudo-sections and interpolated into a pseudo-3-D model. Similar to the 2022 data, there are signs of resistivity stratification, which may relate to alteration.

Several operators have conducted ground- and aerial-magnetic surveys. Corona Gold completed a study in 1992, followed by Battle Mountain Gold in 1997 and in-house surveys by Newmont in 2002. Placer Dome was surveyed in 2003, and Golden Predator in 2009. The most recent magnetic survey was carried out by Ubica in 2019.

Soil sample data were collected by Placer Dome (2003), APM, and Ubica Corp. between 2019 and 2022. A total of 3,286 samples are shown, with gold assays displayed as ppb and silver results in ppm. APM (US) collected 1,667 samples on $60\mathrm{m}\times 120\mathrm{m}$ and $50\mathrm{m}\times 100\mathrm{m}$ grids oriented east-west; Ubica collected 1,146 samples on $20\mathrm{m}\times 50\mathrm{m}$ and $50\mathrm{m}\times 100\mathrm{m}$ grids oriented northeast-southwest at $45^{\circ}$; and Placer Dome collected 473 samples on $50\mathrm{m}\times 50\mathrm{m}$ and $100\times 100\mathrm{m}$ grids oriented north-south.

Many operators have collected rock chip samples at Tuscarora. In 2019, Ubica collected 134 rock chip samples and 407 trench samples from eleven trenches. APM collected 419 samples from the Modoc Vein west through the Danny Boy claims between 2018 and 2022. APM (US) sampled veins on the former Ubica ground in 2021, collecting 135 samples. Many of these samples returned bonanza-grade assays, including up to $21,032\mathrm{g / t}$ gold and $38,820\mathrm{g / t}$ silver at Grand Prize; $2,850\mathrm{g / t}$ gold at Modoc; and $882\mathrm{g / t}$ gold at Argenta. In 2023, Danny Boy samples yielded up to $100.84\mathrm{g / t}$ gold and $1,305\mathrm{g / t}$ silver. Eleven trenches were constructed in 2019, with significant assays including 4.11 g/t gold over 1 meter at Trench T4 EXT (WP07 EXT), and $2.00\mathrm{g / t}$ gold over 2 meters at Trench T2 (WP06).

F-12

Figure 2: 2021 rock sample assays (Saderholm, 2021)

Figure 3: 2019 Trench sample locations (Dawson, 2019)

Drilling

At least 18 companies have drilled in the Tuscarora area since the early 1980s, totaling 840 holes. Drilling by American Pacific Mining Corp. (APM) was conducted in 2018 and 2022.

Figure 4: Location of APM (US) 2018 and 2022 drill holes Saderholm (2018, 2022)

2018 Drilling Program - South Navajo Vein

APM conducted a drill program from April 23, 2018, to June 21, 2018, totaling 3,143 meters (10,120 feet) across 17 holes, including 2,187 meters (7,175 feet) of reverse circulation (RC) drilling in 12 holes and 956 meters (3,137 feet) of diamond core drilling in five holes. The focus was on the South Navajo vein structure to evaluate its down-dip potential. The 2018 drilling program successfully replicated mineralized intersections between drill holes previously conducted by Newcrest Resources and Novo Resources and confirmed the presence of multiple stacked veins within the mineralized vein system. Vein mineralization ranged from trace Au to $18.4\mathrm{g / t}$ Au in fire assay analysis, while screen metallic analysis ranged from trace Au to $27.2\mathrm{g / t}$ Au.

Figure 5: 2018 drill locations with veins and exploration targets (Bui, 2020).

Figure 6: Detailed plan map of the 2018 drill program (Bui, 2020)

Hole ID	Prospect	Type	Easting	Northing	Elevation (m)	Length* (ft)	Length* (m)	Azimuth (°)	Dip (°)
APTU18-001	South Navajo	Core	564991	4572534	1831	583.0	177.7	90.0	-55.0
APTU18-002	South Navajo	RC	564991	4572532	1831	300.0	91.4	120.0	-50.0
APTU18-003	South Navajo	Core	564930	4572774	1839	455.0	138.7	90.0	-55.0
APTU18-004	South Navajo	Core	565094	4572309	1820	660.0	201.2	85.0	-62.0
APTU18-005	South Navajo	Core	564963	4572632	1831	490.0	149.4	70.0	-60.0
APTU18-006	South Navajo	RC	564961	4572631	1831	700.0	213.4	115.5	-54.3
APTU18-007	South Navajo	Core	565060	4572416	1825	700.0	213.4	92.0	-62.0
APTU18-008	South Navajo	RC	565059	4572414	1825	600.0	182.9	112.7	-54.6
APTU18-009	South Navajo	RC	565094	4572311	1820	600.0	182.9	66.6	-65.4
APTU18-010	South Navajo	RC	564930	4572770	1839	500.0	152.4	111.6	-49.8
APTU18-011	South Navajo	RC	564929	4572777	1839	500.0	152.4	60.6	-60.5
APTU18-012	South Navajo	RC	565093	4572307	1820	720.0	219.5	107.2	-55.1
APTU18-013	Dexter Splay	RC	564816	4573171	1854	600.0	182.9	253.1	-50.4
APTU18-014	South Navajo	RC	565063	4572419	1825	700.0	213.4	81.0	-54.5
APTU18-015	South Navajo	RC	564990	4572535	1831	695.0	211.8	77.4	-54.8
APTU18-016	South Navajo	RC	564991	4572534	1831	670.0	204.2	90.6	-54.4
APTU18-017	Dexter Splay	RC	564800	4573159	1853	440.0	134.1	300.5	-74.8

Length expressed as drill lengths.
Table 1: 2018 drill collar locations (Bui, 2020).

Significant drill assay results from the 2018 program include:

APTU18-001: 5.3 m at 2.44 g/t Au from 159.9 m, including 1.1 m at 9.22 g/t Au from 159.9 m
APTU18-003: 1.5 m at 1.22 g/t Au from 38.1 m, 9.4 m at 0.47 g/t Au from 45.7 m, 19.5 m at 0.4 g/t Au from 77.7 m, and 23.1 m at 0.21 g/t Au from 109.5 m
APTU18-005: 6.8 m at 1.58 g/t Au from 64 m, including 2 m at 2.98 g/t Au from 68.8 m
APTU18-009: 6.1 m at 5.01 g/t Au from 195.1 m, including 1.5 m at 16 g/t Au from 198.1 m
APTU18-016: 6.1 m at 2.06 g/t Au from 88.4 m, 7.6 m at 2.47 g/t Au from 155.5 m, and 9.1 m at 5.88 g/t Au from 195.1 m, including 3 m at 13.42 g/t Au from 195.1 m
APTU18-015: 13.7 m at 1.74 g/t Au from 172.2 m and 12.2 m at 3.44 g/t Au from 193.6 m, including 1.5 m at 18.4 g/t Au from 201.2 m

2019 Drilling Program - Targets B and D

OceanaGold carried out a drilling program from September 12, 2019, to October 21, 2019, to assess Targets B and D, totaling 2,298 meters (7,538 feet) across seven holes—including 1,897 meters (6,225 feet) of RC drilling in six holes and 400 meters (1,313 feet) of diamond core drilling in one hole. Three RC holes and one core hole tested Target B, while three RC holes focused on Target D. Target B holes intersected faults near an andesite intrusion with crystalline pyrite and quartz veining; Target D holes encountered a fault with limited alteration, with anomalous Au-pyrite. The 2019 drilling program successfully identified fault structures beneath cover and detected anomalous gold and silver mineralization within Target B and Target D.

Hole ID	Prospect	Type	Easting	Northing	Elevation (m)	Length* (ft)	Length* (m)	Azimuth (°)	Dip (°)
TUS-001	Target B	RC	566061	4573325	1816	530	161.544	40	-50
TUS-001C	Target B	Core	566054	4573332	1816	1313	400.2024	45	-55
TUS-003	Target B	RC	566012	4573255	1813	1290	393.192	40	-50
TUS-005	Target B	RC	565853	4573436	1846	970	295.656	40	-50
TUS-007	Target D	RC	564569	4572721	1834	935	284.988	255	-55
TUS-008	Target D	RC	564662	4572742	1832	1300	396.24	255	-50
TUS-009	Target D	RC	564759	4572772	1842	1200	365.76	255	-55

Table 2: 2019 drill collar locations (Kunkel et al.,2019).

Significant drill assay results from the 2019 program include:

TUS-001C: 0.91 m at 1.12 g/t Au and 18.1 g/t Ag from 359.26 m
- TUS-003: 1.52 m at 1.24 g/t Au and 0.3 g/t Ag from 199.64 m, 3.05 m at 1.69 g/t Au and 0.8 g/t Ag from 365.76 m, 1.52 m at 2.08 g/t Au and 7.5 g/t Ag from 379.48 m, and 1.52 m at 3.47 g/t Au and 5.3 g/t Ag from 384.05 m
TUS-009: 1.52 m at 1.18 g/t Au and 1 g/t Ag from 85.34 m

2022 Drilling Program - Modoc and South Navajo

APM completed 33 RC holes on three targets: Modoc North, Modoc South, and South Navajo, totaling 5,515 meters. Drilling in the South Navajo area identified a potential third gold zone beneath known mineralization, and drilling and sampling along the Modoc Vein swarm have highlighted the possibility of a new gold-bearing sulfide system in a region with limited historical drilling. Two holes in the Modoc area were drilled to sufficient depth to reach the older Paleozoic basement rocks beneath the host volcanic units, encountering strong sulfide mineralization and anomalous gold values in Ordovician Valmy and Vinini Formations.

Figure 7: APM 2022 drill program (Saderholm, 2022).

Figure 8: Cross-section (300 m wide) looking NW that highlights a new bulk tonnage target and new Modoc Vein intercept at the Modoc South Target area (Saderholm, 2022)

Significant drill assay results from the 2022 program include:

At South Navajo:

TS22-09: 13.71 m at 0.61 g/t Au from 7.6 m, including 1.52 m at 1.27 g/t Au from 15.2 m

TS22-11: 1.52 m at 4.46 g/t Au from 1.5 m
TS22-16: 10.67 m at 0.78 g/t Au from 56.4 m, including 3.05 m at 1.27 g/t Au from 64.0 m
TS22-28: 4.57 m at 2.44 g/t Au from surface

At Modoc North:

TS22-25: 45.72 m at 0.34 g/t Au from 161.5 m, including 1.52 m at 6.89 g/t Au from 163.1 m
TS22-27: 94.49 m at 0.38 g/t Au from 86.9 m, including 4.57 m at 1.08 g/t Au from 140.2 m

ICG Silver & Gold Ltd. has not drilled on the Tuscarora District Project.

Sampling, Analyses and Data Verification

Work carried out on the Tuscarora District Project by APM from 2020 onward involved soil, rock, and drill sample collection and analysis. Sample preparation, analysis, and security protocols were established to ensure data quality and integrity. Soil and rock samples were prepared and analyzed at Paragon Geochemical in Reno, Nevada. APM and Paragon are independent entities. Reverse circulation (RC) drill samples were collected on 2.5 meter (5-foot) intervals. Core samples were collected at approximately 20 samples per 100 feet. The entire core was sent for assay to mitigate sample variability associated with coarse gold and reduce the nugget effect. Drill samples were kept at the active drill site and collected regularly by Paragon personnel. Soil and rock samples were usually delivered by hand to Paragon. Upon receipt at the laboratory, soil samples were inventoried, weighed, dried at 100°C, and sieved to 80-mesh with 80 grams of material retained. Rock and drill samples were inventoried, weighed, dried, crushed to 70% passing 10 mesh, riffle split to 250 grams, and pulverized to 85% passing 200 mesh.

All samples were analyzed for gold and silver using the following methods: (1) 50AR-MS – 50 Element Suite using a 0.5 gram Aqua Regia (AR) digestion followed by ICP-MS (Inductively Coupled Plasma Mass Spectrometry); (2) AUAG-GR30 – Gold and silver analysis with a 30 gram fire assay with a gravimetric finish; (3) Au-FA30 – Gold analysis using a 30 gram fire assay combined with Aqua Regia digestion, followed by Atomic Absorption Spectroscopy (AAS) or Optical Emission Spectroscopy (OES); (4) OLAR-OES – Over limits Aqua Regia Digestion and Analysis in instances where elemental concentrations exceed standard ranges; (5) PA-AU02 – PhotonAssay™ to duplicate gold assays; and (6) S-LECO – Total Sulfur Analysis using the LECO method. Paragon Geochemical in Reno, Nevada, is an independent commercial laboratory.

Certified reference materials (blanks and standards), as well as duplicates, were inserted into the sample stream every 20 samples. This procedure was used for all sample types. Drill assays were cataloged by hole in a drill tracker spreadsheet. Standard performance was also checked in a comparative spreadsheet. Because of the coarse nature of gold mineralization, multiple repeat fire assays were performed on select samples. Drill effluent was also passed over a sluice, and coarse and fine material were assayed separately and tracked on comparative spreadsheets. The Author visited the Tuscarora District Project on December 16, 2025. Several mine sites were inspected to examine veins and alteration zones, and four samples were collected. Rock, soil, and drill databases were reviewed as data were gathered for this report. Drill and sample certificates are in good order. It is the Author's opinion that the amount and quality of data are adequate for the compilation of this report and that, because of coarse gold and the probability of highly variable assays, the quality assurance and quality control methods used were adequate to obtain the best quality assays.

Mineral Processing and Metallurgical Testing

There is no data on mineral processing or metallurgical testing

Mineral Resources and Mineral Reserves

There have been no resource estimates. No mineral resource or mineral reserve estimates have been completed for the Tuscarora District Project.

F-20

F-21

Mining Operations

The Technical Report does not include an economic analysis of the deposit, mineral extraction, recovery, processing, resources, or reserves. As the Tuscarora District Project is an early-stage exploration property without defined mineral resources or reserves, there are no current or proposed mining operations. The report should not be used for development decisions.

Processing and Recovery Operations

The Technical Report does not include an economic analysis of the deposit, mineral extraction, recovery, processing, resources, or reserves. No processing or recovery operations have been proposed or evaluated, as the Tuscarora District Project remains in the exploration stage without mineral resource estimates.

Infrastructure, Permitting and Compliance Activities

Tuscarora has approximately 100 residents, with a median age of 68. The town has a post office but lacks permanent businesses. Roads leading to Tuscarora are well-maintained for year-round access. The Tuscarora geothermal plant, located about 18 km (11 miles) north-northeast of Tuscarora, produces power for local use. To meet increased power demands in a mining operation, a 345 kV high-tension line extends for roughly 14 km (9 miles) south of Tuscarora and is accessible via a substation. Elko is the nearest community with food, lodging, and supplies. It functions as a central mining service hub for northern Nevada and the western U.S., providing easy access to equipment, contractors, and skilled workers. Elko is connected by the transcontinental railroad and has a regional airport with daily commercial flights from Salt Lake City, Utah. Nearby active mining sites include the underground mine at Jerritt Canyon, which is 15 km (9 mi) east, and the Carlin Trend mines operated by Nevada Gold Mines, approximately 40 km (25 mi) south of the Tuscarora District Project.

The Tuscarora District Project is located on federal land managed by BLM, which requires permits for significant disturbances caused by exploration activities. A Notice of Intent (NOI) permit covers up to 5 acres of disturbance and requires a bond to address potential environmental liabilities related to the activity. If more than five acres of disturbance are planned, a Plan of Operations must be submitted to the BLM, which requires an Environmental Assessment with an archaeological review. Depending on the area's environmental and ecological sensitivity, an Environmental Impact Statement may also be necessary. The 2022 drilling program was conducted under ROD NVN-96554, dated March 21, 2018, with a bond amount of US$11,491. The 2019 drilling program was carried out under ROD NVN-98602, dated August 23, 2019, with a bond amount of US$14,161. A notice for additional work in 2023 expired in April 2024. A new replacement notice was filed in September 2024. Since then, 24 drill sites and sumps, along with 664 linear meters (2,178 feet) of overland travel route, have been reclaimed and reseeded. On October 10, 2025, the BLM Tuscarora office issued a release of reclamation liability.

ICG does not own surface rights at the Tuscarora District Project. To conduct ground-destructive exploration work, ICG requires exploration approvals from the BLM, which include surface access rights. Water rights are owned by the State of Nevada and are not included with mineral claims; water rights agreements within the project area were not assessed in this report. The author is unaware of any environmental issues that could significantly affect the Tuscarora District Project.

Capital and Operating Costs

The Technical Report does not include an economic analysis of the deposit, mineral extraction, recovery, processing, resources, or reserves. No capital or operating cost estimates have been prepared, as the Tuscarora District Project has not advanced to the stage of resource definition or economic evaluation.

Exploration, Development and Production

Despite the extensive history of exploration and production at the Tuscarora District Project, there is still significant potential for further exploration along vein extensions and for building on recent drilling successes. Fourteen target areas should be considered for future work based on previous drilling, rock and soil geochemistry, and geophysics.

Five main target areas are planned for exploration in 2026: South Navajo/Modoc, Dacite, Beard Hill, Grand Prize/East Pediment, and King's Vein. A total budget of US$1,094,891 has been allocated for 3,100 meters of drilling and support.

The Phase 1 2026 exploration program includes: South Navajo/Modoc (2 RC holes at 250 m; US$110,000); Dacite (3 RC holes 200-400 m; US$176,000); Beard Hill (3 RC holes 200 m; US$132,000); Grand Prize/East Pediment (3 RC holes at 200 m; US$132,000); King's Vein (3 RC holes at 200 m; US$132,000); fieldwork including mapping, sampling, and labor (US$75,000); 3D modeling for preliminary geological/resource model (US$20,000); senior geologist for program support/permits (US$25,000); geologist/geotech to assist with operations (US$20,000); BLM bond for NOI disturbance (US$15,000); excavator including snow removal/reclamation (US$10,200); analytical labs for 1,705 samples (US$119,350); supplies including sample bags and shipping (US$22,500); subtotal Phase 1 (US$989,050); contingency approximately 10% (US$105,841); total Phase 1 (US$1,094,891).

A drone or ground-based magnetic and radiometric survey should be considered for the entire property. A radiometric survey measures the concentrations of uranium, potassium, and thorium in bedrock. Potassic alteration is a common feature throughout the district, and such a survey could help map this alteration and related structures.

Use of Available Funds

Funds Available

Source of Funds	Amount
Estimated consolidated working capital as at January 9, 2026	$1,450,000
Estimated net proceeds from the Subscription Receipt Financing(1)	$2,325,000
Estimated net proceeds from the Unit Financing(2)	$930,000
Total Funds Available:	$4,705,000

Notes:

(1) Assuming the completion of the Subscription Receipt Financing of a minimum of 7,142,900 Subscription Receipts for gross proceeds of approximately $2,500,015, less cash finder's fees of up to approximately $175,001 (representing 7.0% of the minimum gross proceeds private placement). See “Concurrent Financings – Subscription Receipt Financing”.
(2) Assuming the completion of the Unit Financing of a minimum of 2,857,200 Units for gross proceeds of approximately $1,000,020, less cash finder's fees of up to approximately $70,001 (representing 7.0% of the minimum gross proceeds private placement). This amount excludes any net proceeds from the concurrent private placement of units. See “Concurrent Financings – Unit Financing”.

Principal Purposes

ICG’s available funds are currently intended to be used for the following purposes:

Use of Available Funds	Amount
Phase 1 exploration and drilling program(1)	$1,500,000
Additional property expenditures(2)	$320,000
Investor relations	$230,000
General and administrative expenses(3)	$1,120,000
Unallocated working capital	$1,535,000
TOTAL:	$4,705,000

Notes:

(1) This amount represents the estimated budget for Phase 1 of the exploration and drilling program on the Projects, as recommended in the Technical Report. See “Mineral Projects” and “Use of Available Funds – Business Objectives and Milestones”.
(2) Additional property expenditures include an estimated $80,000 in professional fees pertaining to the management of the Projects, an estimated $220,000 of land fees and an estimated $20,000 of travel expenses related to travelling to the Projects.
(3) General and administrative costs are broken down as follows: legal/audit costs of an estimated $205,000; personnel costs including administrative staff of approximately $745,000; administrative costs related to directors and officers insurance of approximately $60,000;

F-22

transfer agent, filing fees and CSE fees of an estimated $60,000; general administrative expenses of $50,000, consisting principally of corporate secretarial costs, travel and conference costs.

ICG had negative operating cash flow for the period from incorporation on August 19, 2025 to October 31, 2025. A portion of the proceeds from the Concurrent Financings has been allocated to address this negative cash flow from the period from incorporation on August 19, 2025 to October 31, 2025. If ICG continues to experience negative operating cash flow in future periods, it may need to use a portion of its cash reserves to fund such shortfalls. ICG may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that ICG will achieve positive operating cash flow, that additional financing will be available when required, or that any such financing will be available on terms favourable to ICG. See “Risk Factors – Negative Operating Cash Flow.”

ICG intends to spend the funds available to it as stated in this Appendix “F”. However, there may be circumstances where, for sound business reasons, a reallocation of funds may be necessary. Accordingly, while it is currently intended by management that the available funds will be expended as set forth above, actual expenditures may in fact differ from these amounts and allocations. See “Risk Factors”.

Business Objectives and Milestones

Over the next 12 months, ICG has identified certain key short-term objectives and milestones, as described below. Achievements of these objectives and milestones are vital to implementing ICG’s business plan.

Business Objective	Milestone Description	Approximate Anticipated Cost	Achievement Timeline
Planned Drilling Program	Approximately 14 RC holes @ 220-600 m @ $220/m	$935,000	4-6 months after the Arrangement
Analytical Labs	1705 samples (@75% sample rate + 10% QAQC), at $70/sample	$165,000	4-12 months after the Arrangement
Fieldwork and Geologist costs	Geologic field evaluation, Resource Model (Preliminary), Geologist	$200,000	4-12 months after the Arrangement
Other(1)	Land bonds, supplies, etc.	$200,000	4-12 months after the Arrangement
TOTAL		$1,500,000

Notes:
(1) Includes an estimated cost of $20,000 for Bureau of Land Management bonds, $14,000 in equipment rental, $30,000 in other miscellaneous supplies and $135,000 of unallocated funds for the exploration and drilling program.

From time to time, ICG may also evaluate and pursue the acquisition or development of additional mineral properties or related opportunities, which may require securing additional financing. There can be no assurance that such financing will be available when needed, or on terms acceptable to ICG. See “Risk Factors”.

ICG intends to spend the funds available to it consistent with the “Use of Available Funds” section of this Appendix “F”. There may be circumstances however, where, for sound business reasons, a reallocation of funds may be necessary in order for ICG to achieve its stated business objectives. Accordingly, ICG cannot specify with certainty all of the particular uses funds for ICG’s stated business objectives, and the amounts it actually spends could vary from the amounts set forth above. The amounts actually allocated and spent will depend upon a number of factors, including ICG’s ability to execute its business strategy, prevailing industry and market conditions and the results of strategic programs. From time to time, ICG also expects to evaluate and, where appropriate, pursue potential acquisitions of additional mineral properties, interests, or strategic partnerships. Accordingly, management will retain broad discretion to allocate ICG’s available funds. See “Risk Factors”.

Unallocated Funds

Unallocated funds will be deposited in ICG’s bank account and added to the working capital of ICG. The Management of ICG are responsible for the supervision of all financial assets of ICG. Based on ICG’s cash flow requirements,

F-23

management will determine the appropriate level of liquidity required for operations and will draw down such funds as necessary. There may be circumstances where, for business reasons, a reallocation of funds may be necessary in order for ICG to achieve its stated business objectives.

Dividends and Distributions

ICG has not paid any dividends since incorporation, and it has no plans to pay dividends for the foreseeable future. The directors of ICG will determine if and when dividends should be declared and paid in the future based on ICG’s financial position at the relevant time. All of the ICG Shares are entitled to an equal share of any dividends declared and paid.

Management’s Discussion and Analysis

Selected Financial Information and Management’s Discussion and Analysis of ICG

ICG presents its financial statements in accordance with International Financial Reporting Standards. The following table sets forth summary financial information of ICG for the period from incorporation on August 19, 2025 to October 31, 2025, and should be read in conjunction with ICG Financial Statements, including the notes thereto, included in Exhibit “A” of this Appendix “F”.

	Period from incorporation on August 19, 2025 to October 31, 2025 (audited)
Revenues	nil
Net loss for the period	$44,751
Cash and cash equivalent	$67,645
Total assets	$197,439
Total liabilities	$46,328
Total shareholders’ equity	$151,111

ICG’s MD&A for the period from incorporation on August 19, 2025 to October 31, 2025 is included in Exhibit “A” of this Appendix “F”.

The MD&A for ICG should be read in conjunction with the ICG Financial Statements and the accompanying notes thereto included in this Appendix “F”. Certain information contained in the ICG MD&A constitutes forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward looking statements. See “Note Regarding Forward-Looking Information” and “Risk Factors”.

Selected Financial Information and Management’s Discussion and Analysis for the Tuscarora District Project

The following table sets forth summary financial information in respect of the Tuscarora District Project for the years ended December 31, 2024 and 2023, and should be read in conjunction with Carve-Out Financial Statements, including the notes thereto, included in Exhibit “B” of this Appendix “F”.

	Year Ended December 31, 2024 (audited) ($)	Year Ended December 31, 2023 (audited) ($)
Revenues	nil	nil

MD&A for the Tuscarora District Project for the years ended December 31, 2024 and 2023 is included in Exhibit “B” of this Appendix “F”.

The following table sets forth summary financial information in respect of the Tuscarora District Project for the nine months ended September 30, 2025, and should be read in conjunction with Carve-Out Financial Statements, including the notes thereto, included in Exhibit “B” of this Appendix “F”.

	Three Months Ended September 30, 2025 (unaudited) ($)	Three Months Ended September 30, 2024 (unaudited) ($)	Nine Months Ended September 30, 2025 (unaudited) ($)	Nine Months Ended September 30, 2024 (unaudited) ($)
Revenues	nil	nil	nil	nil
Net (income) loss for the period	(164,677)	43,830	332,058	323,081
Net comprehensive (income) loss for the period	(290,675)	127,276	549,059	181,802
Cash and cash equivalent	1,301	529	1,301	529
Total assets	7,285,090	6,989,010	7,285,090	6,989,010
Total liabilities	3,364	438	3,364	438
Total shareholders’ equity	7,281,726	7,334,745	7,281,726	7,334,745

MD&A for the Tuscarora District Project for the nine months ended September 30, 2025 is included in Exhibit “B” of this Appendix “F”.

MD&A for the Tuscarora District Project for the years ended December 31, 2024, and 2023 should be read in conjunction with the Carve-Out Financial Statements and the accompanying notes thereto included in this Appendix “F”. Certain information contained in the MD&A for the Tuscarora District Project constitutes forward-looking statements. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward looking statements. See “Note Regarding Forward-Looking Information” and “Risk Factors”.

Additional Disclosure for IPO Venture Issuers

As of October 31, 2025, ICG has generated $nil revenue from operations since incorporation on August 19, 2025. See “Use of Available Funds – Available Funds” and “Use of Available Funds – Business Objectives and Milestones”.

F-25

F-26

Additional Disclosure for Junior Issuers

As at October 31, 2025, ICG had working capital of approximately $151,111. There is no guarantee that ICG will be able to raise any additional funds when and if needed and if such funds would be available on terms favourable to ICG. See “Use of Available Funds – Business Objectives and Milestones” and “Risk Factors”.

Description of Capital Structure

Common Shares

ICG’s authorized capital consists of an unlimited number of common shares without par value. As of October 31, 2025, a total of 8,250,000 ICG Shares were issued and outstanding. As of the date hereof, a total of 18,757,325 ICG Shares are issued and outstanding.

Each common share ranks equally with all other common shares with respect to dissolution, liquidation or winding-up of ICG and payment of dividends. The holders of ICG Shares are entitled to one vote for each share of record on all matters to be voted on by such holders and are entitled to receive pro rata such dividends as may be declared by the board of directors of ICG (the “Board”) out of funds legally available therefore and to receive, pro rata, the remaining property of ICG on dissolution. The holders of ICG Shares have no redemption, retraction, purchase, preemptive or conversion rights. The rights attaching to the ICG Shares can only be modified by the affirmative vote of at least two-thirds of the votes cast at a meeting of shareholders called for that purpose.

Warrants

As of the date hereof, there are no ICG common share purchase warrants outstanding.

Options

As of the date hereof, there are no ICG options outstanding.

Consolidated Capitalization

The following table summarizes the ICG capitalization since incorporation and after giving effect to the Arrangement. The table should be read in conjunction with the financial statements of ICG, attached as Exhibit “A” to this Appendix “F”. ICG does not have any dilutive or convertible securities outstanding.

Security	Amount Authorized	Outstanding as at October 31, 2025 (audited)	Outstanding as at the date of the Information Circular (unaudited)	Outstanding after giving effect to the Arrangement (unaudited) (1)
Common Shares	Unlimited	$195,862 (8,250,000 Common Shares)	$1,771,961 (18,757,325 Common Shares)	$9,212,855 (40,257,425 Common Shares)
Long Term Debt	Nil	Nil	Nil	Nil

Notes:
(1) Assuming (i) the completion of the Subscription Receipt Financing of a minimum of 7,142,900 Subscription Receipts for minimum gross proceeds of approximately $2,500,015 (and the automatic conversion of such Subscription Receipts into Units, each Unit consisting of one ICG Share and one-half of one Warrant upon completion of the Arrangement), and (ii) the completion of the Unit Financing of a minimum of 2,857,200 Units for minimum gross proceeds of approximately $1,000,000, each Unit consisting of one ICG Share and one-half of one Warrant. See “Concurrent Financings”.

Consolidated Capitalization

The following table summarizes the anticipated fully diluted share capital of ICG before and after giving effect to the Arrangement.

	Number of ICG Shares issued or reserved for issuance after giving effect to the Arrangement	Percentage of issued and outstanding ICG Shares after giving effect to the Arrangement (non-diluted)	Percentage of issued and outstanding ICG Shares after giving effect to the Arrangement (fully-diluted)
ICG Shares outstanding as at January 22, 2026	18,757,325	46.6%	39.8%
ICG Shares to be issued pursuant to the Arrangement^{(1)(2)}	11,500,000	28.6%	24.4%
ICG Shares to be issued pursuant to the Concurrent Financings^{(3)}	10,000,100	24.8%	21.2%
ICG Shares issuable upon exercise of Warrants to be issued pursuant to the Concurrent Financings^{(2)}	5,000,050	-	10.6%
ICG Shares issuable upon exercise of broker warrants to be issued pursuant to the Concurrent Financings	700,007	-	1.5%
ICG Shares issuable upon exercise of APM Warrants^{(4)}	1,171,872	-	2.5%
TOTAL:	47,129,354	100%	100%

Notes:
(1) Consisting of (i) 7,500,000 ICG Shares to be distributed to the shareholders of APM, and (ii) 4,000,000 ICG Shares to be retained by APM.
(2) If the issuance of ICG Shares to APM would result in APM becoming an insider of ICG under applicable securities laws, then ICG will issue to APM, in lieu of that portion of such ICG Shares that would result in APM becoming an insider of ICG, an equivalent number of special warrants in the capital of ICG (“Special Warrants”). Each Special Warrant will entitle APM to acquire, for no additional consideration and upon the conversion thereof, one ICG Share, provided that such conversion will not cause APM to become an insider of ICG under applicable securities laws.
(3) Assuming (i) the completion of the Subscription Receipt Financing of a minimum of 7,142,900 Subscription Receipts for minimum gross proceeds of approximately $2,500,015 (and the automatic conversion of such Subscription Receipts into Units, each Unit consisting of one ICG Share and one-half of one Warrant upon completion of the Arrangement), and (ii) the completion of the Unit Financing of a minimum of 2,857,200 Units for minimum gross proceeds of approximately $1,000,015, each Unit consisting of one ICG Share and one-half of one Warrant. See “Concurrent Financings”.

F-27

(4) Assuming an Exchange Ratio of 0.0283 (based on the number of issued and outstanding APM Shares as of the date hereof, assuming completion of and giving effect to APM’s fully subscribed non-brokered private placement announced January 20, 2026).

Options to Purchase Securities

Outstanding Awards

As at the date of the Information Circular, there are no Options or other Awards outstanding.

Omnibus Equity Incentive Plan

An omnibus equity incentive compensation plan (the “Plan”) will be adopted by the Board prior to the Listing. The following summary of ICG’s proposed Plan does not purport to be complete and is qualified in its entirety by reference to Plan.

The Plan will be administered by the Board (or a committee thereof) and will provide that the Board may from time to time, in its discretion, and in accordance with CSE requirements, grant to eligible Participants (as defined in the Plan), non-transferable awards (the “Awards”). Such Awards may include options (“Options”), restricted share units (“RSUs”), share appreciation rights (“SARs”), deferred share unit rights (“DSUs”) and performance share units (“PSUs”).

The number of ICG Shares reserved for issuance pursuant to Options granted under the Plan will not, in the aggregate, exceed 10% of the then issued and outstanding ICG Shares on a rolling basis. In addition, the maximum number of ICG Shares issuable pursuant to SARs, RSUs, DSUs, and PSUs under the Plan shall not exceed, in the aggregate, 10% of the issued and outstanding ICG Shares, calculated immediately following the completion of the Arrangement and the Concurrent Financings.

On a Change of Control (as defined in the Plan) of ICG, the Board shall have discretion as to the treatment of Awards, including whether to (i) accelerate, conditionally or otherwise, on such terms as it sees fit, the vesting date of any Awards; (ii) permit the conditional exercise of any Awards, on such terms as it sees fit; (iii) otherwise amend or modify the terms of any Awards; and (iv) terminate, following the successful completion of a Change of Control, on such terms as it sees fit, the Awards not exercised prior to the successful completion of such Change of Control. If there is a Change of Control, any Awards held by a Participant shall automatically vest following such Change of Control, on the Termination Date (as defined in the Plan), if the Participant is an employee, officer or a director and their employment, or officer or director position is terminated within 12 months following the Change of Control.

The following is a summary of the various types of Awards issuable under the Plan.

Options

Subject to any requirements of the CSE, the Board may determine the expiry date of each Option. Subject to a limited extension if an Option expires during a Black Out Period (as defined in the Plan), Options may be exercised for a period of up to five years after the grant date, provided that: (i) upon a Participant’s termination for Cause (as defined in the Plan), all Options, whether vested or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested Options as at the Termination Date shall automatically and immediately vest, and all vested Options will continue to be subject to the Plan and be exercisable for a period of 90 days after the Termination Date; (iii) in the case of the Disability (as defined in the Plan) of a Participant, all Options shall remain and continue to vest (and are exercisable) in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any Options that have not been exercised (whether vested or not) within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such Options, to determine whether to accelerate the vesting of such Options, cancel such Options with or without payment and determine how long, if at all, such Options may remain outstanding following the Termination Date, provided, however, that in no event shall such Options be exercisable for more than 12 months after the Termination Date; (v) subject to paragraph (vi) below, in all other cases where a Participant ceases to be eligible under the Plan, including a termination without Cause or a voluntary resignation, unless otherwise determined by the Board, all unvested Options

F-28

shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested Options will continue to be subject to the Plan and be exercisable for a period of 90 days after the Termination Date; and (vi) notwithstanding paragraphs (i)-(v), in connection with the resignation of the Participants holding options to purchase ICG Shares granted to the directors and officers of ICG under the Plan, such options shall be exercisable for a period of 90 months after the Termination Date.

The exercise price of the Options will be determined by the Board at the time any Option is granted. In no event will such exercise price be lower than the last closing price of the ICG Shares on the CSE on the date of grant or the last trading day prior to the date of grant of the Options. Subject to any vesting restrictions imposed by the CSE, Options shall vest as determined by the Board at the time of grant.

Restricted Share Units

Subject to any requirements of the CSE, the Board may determine the expiry date of each RSU. Subject to a limited extension if an RSU expires during a Black Out Period, RSUs may vest and be paid out for a period of up to three years after the grant date, provided that: (i) upon a Participant’s termination for Cause, all RSUs, whether vested (if not yet paid out) or not as at the Termination Date will automatically and immediately expire and be forfeited; (ii) upon the death of a Participant, all unvested RSUs as at the Termination Date shall automatically and immediately vest and be paid out; (iii) in the case of the Disability of a Participant, all RSUs shall remain and continue to vest in accordance with the terms of the Plan for a period of 12 months after the Termination Date, provided that any RSUs that have not been vested within 12 months after the Termination Date shall automatically and immediately expire and be forfeited on such date; (iv) in the case of the retirement of a Participant, the Board shall have discretion, with respect to such RSUs, to determine whether to accelerate the vesting of such RSUs, cancel such RSUs with or without payment and determine how long, if at all, such RSUs may remain outstanding following the Termination Date, provided, however, that in no event shall such RSUs be exercisable for more than 12 months after the Termination Date; and (v) in all other cases where a Participant ceases to be eligible under the Plan, including a termination without Cause or a voluntary resignation, unless otherwise determined by the Board, all unvested RSUs shall automatically and immediately expire and be forfeited as of the Termination Date, and all vested RSUs will be paid out in accordance with the Plan.

The number of RSUs to be issued to any Participant will be determined by the Board at the time of grant. Subject to any vesting restrictions imposed by the CSE, RSUs shall vest as determined by the Board at the time of grant. Each RSU will entitle the holder to receive at the time of vesting for each RSU held, either one ICG Share or a cash payment equal to the fair market value of a ICG Share or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of RSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding ICG Shares. In the event settlement is made by payment in cash, such payment shall be made by the earlier of (i) $2 \frac{1}{2}$ months after the close of the year in which such conditions or restrictions were satisfied or lapsed and (ii) December 31 of the third year following the year of the grant date. Subject to any vesting restrictions imposed by the CSE, or as may otherwise be determined by the Board at the time of grant, RSUs shall vest equally over a three year period such that $\frac{1}{3}$ of the RSUs shall vest on the first, second and third anniversary dates of the date that the RSUs were granted.

Share Appreciation Rights

SARs may be issued together with Options or as standalone awards. Upon the exercise of a SAR, a Participant shall be entitled to receive payment from ICG in an amount representing the difference between the fair market value of the underlying ICG Shares on the date of exercise over the grant price of the SAR. At the discretion of the Board, the payment upon the exercise of a SAR may be in cash, ICG Shares of equivalent value, in some combination thereof, or in any other form approved by the Board in its sole discretion. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each SAR. Subject to a limited extension if a SAR expires during a Black Out Period, SARs will not be exercisable later than the tenth anniversary date of its grant. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of SARs upon a Participant ceasing to be eligible to participate in the Plan.

F-29

Deferred Share Units

The number and terms of DSUs to be issued to any Participant will be determined by the Board at the time of grant. Each DSU will entitle the holder to receive at the time of settlement for each DSU held, either one ICG Share or a cash payment equal to the fair market value of a ICG Share or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of DSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding ICG Shares. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each DSU, provided that if a DSU would otherwise settle or expire during a Black Out Period, the Board may extend such date. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of DSUs upon a Participant ceasing to be eligible to participate in the Plan.

Performance Share Units

The number and terms (including applicable performance criteria) of PSUs to be issued to any Participant will be determined by the Board at the time of grant. Each PSU will entitle the holder to receive at the time of settlement for each PSU held, either one ICG Share or a cash payment equal to the fair market value of a ICG Share or a combination of the two, at the election of the Board. In addition, the Board may determine that holders of PSUs be credited with consideration equivalent to dividends declared by the Board and paid on outstanding ICG Shares. Subject to any requirements of the CSE, the Board may determine the vesting terms and expiry date of each PSU, provided that in no event will delivery of ICG Shares or payment of any cash amounts be made later than the earlier of (i) 2½ months after the close of the year in which the performance conditions or restrictions are satisfied or lapse, and (ii) December 31 of the third year following the year of the grant date. Subject to compliance with the rules of the CSE, the Board may determine, at the time of grant, the treatment of PSUs upon a Participant ceasing to be eligible to participate in the Plan.

A copy of the Plan will be filed by ICG under its corporate profile on SEDAR+.

Prior Sales

Trading Price and Volume

The ICG Shares are not currently listed or traded on any stock exchange or marketplace. ICG has therefore not recorded any trading prices or trading volumes for the 12-month period preceding the date of the Information Circular.

Prior Sales

The following table sets forth information in respect of issuances or purchases of ICG Shares and securities that are convertible or exchangeable into ICG Shares within the 12 months prior to the date of the Information Circular, including the price at which such securities have been issued, the number of securities issued, and the date on which such securities were issued:

Date of Issuance	Reason for Issuance	Number and Type of Security	Issuance / Exercise Price
August 19, 2025	Incorporator’s share	1 ICG Share	$0.01
September 24, 2025	Private placement(1)	1,999,999 ICG Shares	$0.01
October 10, 2025	Private placement(1)	6,100,000 ICG Shares	$0.03
October 10, 2025	Signing bonus(2)	150,000 ICG Shares	$0.03
November 12, 2025	Private placement(1)	500,000 ICG Shares	$0.03
December 16, 2025	Private placement(1)	5,209,659 ICG Shares	$0.15
January 9, 2026	Private placement(1)	4,797,666 ICG Shares	$0.15

Notes:

(1) See "General Development of the Business".
(2) On October 10, 2025, ICG issued 150,000 ICG Shares at a deemed price of $0.03 per share to its Chief Financial Officer, William Avery, as a one-time signing bonus. See "General Development of the Business" and "Employment, Consulting and Management Agreements".

Escrowed Securities and Resale Restrictions

Escrowed Securities

At the time of the Listing, an aggregate 4,643,721 ICG Shares held by Related Persons of ICG (the "Escrowed Holders") will be held in escrow pursuant to the policies of the CSE (the "Escrow Securities"). "Related Persons" include all persons or companies that, on the completion of the Listing, fall into one of the following categories:

control persons of ICG, a person of which a control person of ICG is a control person or a person of which ICG is a control person;
a person that has (i) beneficial ownership of, or control or direction over, directly or indirectly, or (ii) a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of ICG carrying more than 10% of the voting rights attached to all ICG's outstanding voting securities,
directors and senior officers of ICG, as listed in this Appendix "F";
directors and senior officers of any other person described in this definition;
a person that manages or directs, to any substantial degree, the affairs or operations of ICG under an agreement, arrangement or understanding between the person and ICG;
a person of which persons described in this definition beneficially own, in the aggregate, more than 50 per cent of the securities of any outstanding class of securities of ICG;
an affiliated entity of any person described in any other paragraph of this definition; and
a Promoter of ICG, or, where the promoter is not an individual, an officer, director or control person of the promoter.

The Escrow Securities will be held in escrow pursuant to the Escrow Agreement to be entered into among ICG, Marrelli Trust Company (the "Escrow Agent") and the Escrowed Holders. The Escrow Securities will be subject to the release schedule specified in NP 46-201 for emerging issuers. 10% of the Escrow Securities will be released upon Listing, and an additional 15% will be released every 6 months thereafter until all Escrow Securities have been released (36 months following the date of Listing).

The following table sets out the securities of ICG as of January 22, 2026, that will be subject to escrow.

Name	Designation of class	Number of securities held in escrow	Percentage of class after giving effect to the Arrangement(2)
Steven Sirbovan	Common Shares	2,788,164	6.93%
Jeff Swinoga	Common Shares	833,333	2.07%
Carlin Jessop	Common Shares	650,000	1.61%
Will Avery	Common Shares	150,000	0.37%
Erik Sloane	Common Shares	150,000	0.37%
Gary Baschuk	Common Shares	70,000	0.17%
Korbon McCall(2)	Common Shares	2,224	0.01%
Total:	-	4,643,721	11.53%

Notes:
(1) Based on 40,257,425 ICG Shares outstanding after giving effect to the Arrangement. Assumes no directors or officers of ICG participate in the Concurrent Financings. See "Consolidated Capitalization".
(2) Based on the conversion of APM shares to ICG Shares at the Exchange Ratio of 0.0283.

F-31

Contractual Resale Restrictions

In addition to the escrow periods described above, 6,750,000 ICG Shares issued at $0.03 per share and 10,007,325 ICG Shares issued at $0.15 per share (see “Prior Sales”) are subject to contractual resale restrictions. Under these restrictions, 15% of such ICG Shares will become freely tradable on the date on which the ICG Shares are listed for trading (or exchanged for securities that are listed for trading) on a designated Canadian stock exchange (the “Listing Date”), with a further 21.25% becoming freely tradable on each of the dates that are 12, 16, 20, and 24 months following the Listing Date. ICG may consent to amend or remove these contractual resale restrictions at any time at its discretion, including in connection with ensuring that ICG will have sufficient public distribution in connection with listing on the CSE.

In addition, the 4,000,000 ICG Shares (or Special Warrants, if applicable) to be issued to APM in connection with the Arrangement (the “Retained Shares”) will be subject to a Lock-Up Agreement beginning on the Listing Date. During the lock-up period, any proposed sale of the Retained Shares by APM will be subject to a prior placement right in favour of ICG. From the Listing Date until the date that is 36 months thereafter, if APM wishes to sell more than 5% of the Retained Shares within any five-trading-day period on the CSE or any other applicable stock exchange or public trading platform, APM must deliver a written notice to ICG (the “Notice of Sale”) specifying the number of Retained Shares it proposes to sell (the “Sale Shares”). Upon receipt of the Notice of Sale, ICG will have the right to attempt to place all or a portion of the Sale Shares within seven trading days. Notwithstanding the foregoing, APM may not sell more than 15% of the Retained Shares in any single 30-day calendar month. APM will also vote the Retained Shares in favour of all matters proposed by management of ICG during the lock-up period.

In addition, the 7,500,000 ICG Shares to be distributed to the APM Shareholders in connection with the Arrangement will be subject to contractual resale restrictions. Under these restrictions, 30% of such ICG Shares will be freely tradable upon issuance, and 14% of such ICG Shares will be freely tradable on each of the 12-month, 15-month, 18-month, 21-month, and 24-month anniversaries of the Listing Date. Pursuant to the terms of the Arrangement Agreement, APM and ICG may agree for a greater percentage than 30% of such ICG Shares to become freely tradable prior to the Listing Date.

In addition, the Subscription Receipts to be issued in the Subscription Receipt Financing (and any securities issued or issuable upon their deemed exercise or conversion) (see “Concurrent Financings”) will be subject to contractual resale restrictions. Under these restrictions, 100% of such Subscription Receipts and any resulting securities will become freely tradable on the date that is four months after the ICG Shares commence trading on the CSE.

Principal Securityholders

The following table lists those persons who own 10% or more of the issued and outstanding ICG Shares as of January 22, 2026:

Name and Municipality of Residence	Type of Ownership	No. of Common Shares Owned Before and After the Arrangement	Percentage of class as at the date of the Information Circular(1)	Percentage of class after giving effect to the Arrangement(2)
Steven Sirbovan Toronto, Ontario	Direct	2,788,164(3)	14.86%	6.93%
Olivier Tielens Brussels, Belgium	Direct	2,000,000	10.66%	4.97%
Total:	-	4,788,164	25.52%	11.90%

Notes:
(1) Based on 18,757,325 ICG Shares issued and outstanding as at the date of the Information Circular.
(2) Based on 40,257,425 ICG Shares outstanding after giving effect to the Arrangement. Assumes no participation in the Concurrent Financings. See “Consolidated Capitalization”.
(3) 2,137,541 of such ICG Shares are held by Steven Sirbovan directly, 623 ICG Shares are held by 15889626 Canada Corp., a corporation of which Steven Sirbovan holds 100% of the voting securities, and 650,000 ICG Shares are held by Blink Capital Corp., a corporation of which Steven Sirbovan holds 50% of the voting securities.

F-32

To the knowledge of the directors and officers of ICG, no person is expected to directly or indirectly beneficially own, or exercise control or direction over, ICG Shares carrying more than 10% of the voting rights attaching to all the outstanding ICG Shares after giving effect to the Arrangement.

Directors and Executive Officers

Name, Occupation and Security Holding

The following table sets out the names, provinces or states of residence, positions, principal occupations, and the number and percentage of ICG Shares that are beneficially owned or controlled by each of the current directors and executive officers of ICG. The current directors of ICG are Steven Sirbovan, Jeff Swinoga, Erik Sloane and Gary Baschuk, and the current officers of ICG are Steven Sirbovan (President and CEO), William Avery (CFO), Korbon McCall (VP, Exploration) and Jeff Swinoga (Chairman). ICG’s directors are expected to hold office until the next annual general meeting of ICG’s shareholders and are elected annually and, unless re-elected, retire from office at the end of the next annual general meeting of ICG’s shareholders.

The only committee of the Board is the Audit Committee, which consists of Erik Sloane (Chair), Gary Baschuk and Jeff Swinoga.

Name, age and city of residence	Position(s)	Principal occupations held during the last five years	Number and Percentage of Common Shares as of January 22, 2026(1)	Date Appointed
Steven Sirbovan
Age 32
Toronto, Ontario	President, Chief Executive Officer and Director	Chief Executive Officer and Founder at Blink Capital Corp. (2024-present); Director, Investment Banking at Echelon Wealth Partners (2016-2024)	2,788,164(3) (14.86%)	August 19, 2025
William Avery
Age 44
Toronto, Ontario	Chief Financial Officer	President and CEO of Avery Professional Corporation (2023-present); Chief Financial Officer, PharmAla Biotech Inc. (2024-present) Partner, Public Companies, MNP LLP (2005-2023)	150,000(4) (0.80%)	October 15, 2025
Korbon McCall
Age 35
Moscow, Idaho	Vice President, Exploration	President & Founder, McCall Geosciences LLC (2025-present); Co-Founder and Principal Exploration Geologist, Valkyrie Resource Exploration LLC (2022-2025)	Nil (0%)	November 11, 2025
Jeff Swinoga (2)
Age 58
Toronto, Ontario	Chairman and Director	President and Chief Executive Officer and Director, Exploits Discovery Corp. (2021-present); Director, Radisson Mining Resources Inc. (2021-present); Chair of the Board and Director, Scandium Canada Ltd. (2021 – 2025);	833,333 (4.44%)	November 13, 2025

F-33

Name, age and city of residence	Position(s)	Principal occupations held during the last five years	Number and Percentage of Common Shares as of January 22, 2026^{(1)}	Date Appointed
		Director, Mountain Province Diamonds Inc. (2024-present); Director, Excellon Resources Inc. (2021 – 2023)
Erik Sloane
Age 40
Toronto, Ontario	Independent Director	Head of Distribution, Global X Investments Canada Inc. (2025-present); Global Head of Corporate Listings, Cboe Global Markets Inc. (2022-2024); Chief Revenue Officer, Cboe Canada (2020-2024)	150,000 (0.80%)^{(5)}	October 14, 2025
Gary Baschuk^{(2)}
Age 65
Toronto, Ontario	Independent Director	Managing Director, Mining & Senior Geologist, PearTree Canada (2017-present)	70,000 (0.37%)	January 10, 2026

Notes:
(1) Based on 18,757,325 ICG Shares issued and outstanding.
(2) Denotes a member of the Audit Committee of ICG.
(3) 2,137,541 of such ICG Shares are held by Steven Sirbovan directly, 623 ICG Shares are held by 15889626 Canada Corp., a corporation of which Steven Sirbovan holds 100% of the voting securities, and 650,000 ICG Shares are held by Blink Capital Corp., a corporation of which Steven Sirbovan holds 50% of the voting securities.
(4) Held by Avery Professional Corporation, a corporation controlled by William Avery.
(5) Held by Chrome Consulting Group Inc., a corporation controlled by Erik Sloane.

Biographies

The following are brief biographies of the above individuals:

Steven Sirbovan, President, Chief Executive Officer and Director

Mr. Sirbovan, Chief Executive Officer and Founder of Blink Capital Corp., is a seasoned professional with over 13 years of experience in investor relations, private equity, and investment banking. Since April 2024, Blink Capital has been advising small cap companies on crafting well-rounded capital markets strategies for companies across all sectors. At Echelon Capital Markets (now Ventum Financial), he worked for 8 years with high-growth companies under $100 million in market cap, most recently as a Director of Investment Banking. He co-led the Origination Investment Banking group for 5 years, executing financings, mergers, acquisitions, and other transactions worth approximately half a billion dollars. Prior to Echelon, Mr. Sirbovan was a Junior Investment Analyst, Private Equity at Waterton Global Resource Management, a private equity firm dedicated to the metals and mining industry, where he assisted the Investment Origination team evaluating projects across Nevada and Arizona.

Mr. Sirbovan has extensive experience working with and advising hundreds of companies across all sectors. Mr. Sirbovan was instrumental in various small-cap transactions and go-public situations, most notably leading a 2021 reverse takeover and $8 million go-public offering, followed by $20 million in subsequent financing for a global roll-up in the data analytics and AI solutions industry. In 2022, he led another reverse takeover, raising over $9 million in the go-public offering and an additional $6 million subsequently for a global leader in drone services and technology. In 2023, he acted as a financial advisor to a public US based government technology SaaS company that was sold to private equity. In 2024 for the same company, he served as a sub-advisor on their $62 million merger of equals transaction with another public industry player. Mr. Sirbovan is a graduate of the Ivey Business School at Western University in London, Ontario and St. Andrew’s College in Aurora, Ontario.

F-34

Mr. Sirbovan expects to devote approximately 60% of his time to ICG’s activities but will at all times devote sufficient time to ICG’s activities as is reasonably necessary to discharge his responsibilities as President, CEO and a director.

Mr. Sirbovan is not an employee of ICG but is an independent contractor of ICG. Mr. Sirbovan has not entered into a non-competition or non-disclosure agreement with ICG.

William Avery, Chief Financial Officer

Mr. Avery is a seasoned accounting professional with nearly 20 years of experience, including nine years as a Partner at MNP LLP, one of Canada’s leading accounting firms. He has held multiple leadership roles overseeing more than 100 staff and partners and has advised companies pursuing public listings in both Canada and the U.S., including dual listings. Mr. Avery brings deep expertise in U.S. GAAP and IFRS, having worked with organizations ranging from emerging ventures to companies exceeding $1 billion in market capitalization. Since 2023, he has focused on advising small and mid-market companies.

Mr. Avery expects to devote approximately 25% of his time to ICG’s activities, but will at all times devote sufficient time to ICG’s activities as is reasonably necessary to discharge his responsibilities as CFO.

Mr. Avery is not an employee of ICG but is an independent contractor of ICG. Mr. Avery has not entered into a non-competition or non-disclosure agreement with ICG.

Korbon McCall, Vice President, Exploration

Mr. McCall is an Exploration Geologist with extensive experience in mineral exploration and project development across the western United States. Mr. McCall currently serves as Senior Project Geologist for Canter Resources Corp. and American Pacific Mining Corp.. Mr. McCall is the President and Founder of McCall Geosciences, LLC, a consulting firm providing geologic services for early- to advanced-stage exploration ventures. Mr. McCall is a Graduate of the University of Idaho with a Bachelor of Science (Geology), and a Graduate of the University of Louisiana at Lafayette with an Masters in Business Administration.

Mr. McCall expects to devote approximately 33% of his time to ICG’s activities, but will at all times devote sufficient time to ICG’s activities as is reasonably necessary to discharge his responsibilities as Vice President, Exploration.

Mr. McCall is not an employee of ICG but is an independent contractor of ICG. Mr. McCall has not entered into a non-competition or non-disclosure agreement with ICG.

Jeff Swinoga, Chair of the Board and Director

Mr. Swinoga is a highly accomplished mining executive with over 25 years of mining industry experience in the areas of capital markets, project advancement, development and project construction. He is currently the President & CEO and Director of Exploits Discovery Corp. Prior to that, he was the National Mining and Metals Co-Leader at Ernst & Young Canada. Previously he was President and CEO of First Mining Gold, Chief Financial Officer of Torex Gold Resources inc. (TSX:TXG) where he led the financing of Torex US $800 million El Limon-Guaies gold mine as well as Torex transition from an exploration and development company to a mid-tier gold producer. Prior to Torex, Mr. Swinoga spent four years as the CFO at North American Palladium Ltd., where he financed the expansion of the Lac des Iles Mine. He spent three years as CFO of Hudbay Minerals Inc., helping growth the company from its initial public offering in 2004 to a market capitalisation of over $2 billion. Mr. Swinoga also spent seven years at Barrick Gold Corporation where he was instrumental in the financing of Bulyanhulu and Veladero projects.

Mr. Swinoga is a Chartered Professional Accountant and holds a Master of Business Administration degree from the University of Toronto as well as a bachelor’s degree (Honours) in Economics from the University of Western Ontario. Mr. Swinoga was the former Chair of the board for Scandium Canada Ltd (formerly Imperial Mining Ltd.). He also serves on the board of Prospectors & Developers Association of Canada (PDAC) (one of the largest mining events in the world) and is also the Chair of their audit committee.

F-35

Mr. Swinoga expects to devote approximately 40% of his time to ICG’s activities, but will at all times devote sufficient time to ICG’s activities as is reasonably necessary to discharge his responsibilities as a director. Mr. Swinoga has not entered into a non-competition or non-disclosure agreement with ICG.

Erik Sloane, Independent Director

Mr. Sloane is a senior executive in the Canadian ETF industry, leading a team of sales professionals as they partner with investment platforms, wealth management advisors, and institutional managers to harness the power of ETFs in their portfolios. With nearly 20 years of capital markets experience building trusted Canadian and international equities stock exchanges, he's held various senior management responsibilities across technology, operations, product and sales teams delivering complex integrations and implementation programs.

He was previously the Chief Revenue Officer at Cboe Canada (formerly, the NEO Exchange) and Global Head of Corporate Listings at Cboe Global Markets where he was responsible for building the company listings sales team, alongside planning, strategy and execution supporting the launch of corporate listings businesses in Canada, the US, UK and EU markets.

Mr. Sloane is a graduate of Queen's University in Kingston, Ontario, with a Bachelor of Arts, Honours degree in Economics.

Mr. Sloane expects to devote approximately 5% of his time to ICG’s activities, but will at all times devote sufficient time to ICG’s activities as is reasonably necessary to discharge his responsibilities as a director. Mr. Sloane has not entered into a non-competition or non-disclosure agreement with ICG.

Gary Baschuk, Independent Director

Mr. Baschuk has almost 40 years of industry experience as an Investment Banker/Mining Analyst/Geologist. He has spent the past 19 years in Capital Markets and over 20 years in the Mining Industry.

Mr. Baschuk analytical focus has been on small to mid-sized exploration, development and production precious metals companies. Industrial experience, all with Barrick Gold, ranged from early-stage exploration across northern Ontario, Manitoba and Quebec plus development and production on two Mines – Holt-McDermott in northern Ontario and Rodeo/Griffin (part of the Meikle Mine at the Goldstrike Mine Complex) in Nevada. In addition, on behalf of Barrick, Gary managed an exploration company in Spain.

Mr. Baschuk holds a BSc, Geology Specialist Degree from the University of Toronto and is a Fellow of the Geological Association of Canada and a member of the Prospectors and Developers Association of Canada.

Mr. Baschuk expects to devote approximately 5% of his time to ICG’s activities, but will at all times devote sufficient time to ICG’s activities as is reasonably necessary to discharge their responsibilities as a director. Mr. Baschuk has not entered into a non-competition or non-disclosure agreement with ICG.

Security Holding

As of the date hereof, the directors and officers of ICG, as a group, own or control or exercise direction over 3,987,333 ICG Shares, representing 21.26% of the issued and outstanding ICG Shares.

Corporate Cease Trade Orders or Bankruptcies

No current director or executive officer of ICG has, within the last ten years prior to the date of the Information Circular, been a director, chief executive officer or chief financial officer of any issuer (including ICG) that, (i) while the person was acting in the capacity as director, chief executive officer or chief financial officer, was the subject of a cease trade or similar order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days; or (ii) was subject to an order that resulted, after the director, executive officer or securityholder holding a sufficient number of securities of ICG to affect

F-36

materially the control of ICG ceased to be a director, chief executive officer or chief financial officer of an issuer, in the issuer being the subject of a cease trade or similar order or an order that denied the relevant issuer access to any exemption under securities legislation, for a period of more than 30 consecutive days, which resulted from an event that occurred while that person was acting as a director, chief executive officer or chief financial officer of the issuer.

No current director or executive officer of ICG has, within the last ten years prior to the date of the Information Circular, been a director or executive officer of any company (including ICG) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

No current director or officer or securityholder holding a sufficient number of securities of ICG to affect materially the control of ICG has been subject to: (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

Personal Bankruptcies

No current director or officer or securityholder holding a sufficient number of securities of ICG to affect materially the control of ICG has, within the last ten years prior to the date of the Information Circular, been a director or executive officer of any company (including ICG) that, while such person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement for compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

In addition, no current director or officer or securityholder holding a sufficient number of securities of ICG to affect materially the control of ICG has, within the last ten years prior to the date of the Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, officer or securityholder.

Conflicts of Interest

There are no existing material conflicts of interest between ICG and any director or officer of ICG. Directors and officers of ICG may serve as directors and/or officers of other companies or have significant shareholdings in other resource companies and, to the extent that such other companies may participate in ventures in which ICG may participate, certain directors may have a conflict of interest in negotiating and conducting terms in respect of any transaction involving such companies. In the event that such conflict of interest arises at a meeting of the ICG board, a director who has such a conflict is required to disclose such conflict and abstain from voting for or against the approval of such transaction.

The directors and officers of ICG will not be devoting all of their time to ICG. The directors and officers of ICG are directors and officers of other companies, some of which are in the same business as ICG. The directors and officers are required by law to act in the best interests of ICG. They have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to ICG may result in a breach of their obligations to the other companies, and in certain circumstances this could expose ICG to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligations to act in the best interests of ICG. Such conflicting legal obligations may expose ICG to liability to others and impair its ability to achieve its business objectives.

F-37

F-38

Executive Compensation

In this section "Named Executive Officer" (an "NEO") means each individual who acted as chief executive officer of ICG, or acted in a similar capacity, for any part of the most recently completed financial year (a "CEO"), each individual who acted as chief financial officer of ICG, or acted in a similar capacity, for any part of the most recently completed financial year (a "CFO") and each of the three most highly compensated executive officers, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an executive officer of ICG at the end of the most recently completed financial year.

Steven Sirbovan (President and CEO) and William Avery (CFO) are the only NEOs of ICG for the purposes of the following disclosure.

Compensation Discussion and Analysis

ICG's executive compensation program is intended to be flexible as ICG develops, and is currently consistent with ICG's business plans, strategies and goals, including the preservation of working capital, commensurate with ICG's early stage of development. ICG's compensation policies are intended to motivate individuals to achieve compensation based on corporate and individual results. Nevertheless, given the early stage of development, ICG does not intend to provide compensation to directors and officers, as their motivation will stem from their shareholdings in ICG. Directors and officers who do not already own ICG Shares will be expected to purchase ICG Shares in future financings and/or via market purchases if applicable.

The Board will determine the compensation of ICG's directors and NEOs. In determining compensation, the Board considers industry standards and ICG's financial situation, but does not currently have any formal objectives or criteria. The performance of each NEO is informally monitored by the Board having in mind the business strengths of the individual and the purpose of originally appointing the individual as an officer. The compensation of such individuals may be expected to increase as ICG develops its technology platforms and revenue/asset base.

ICG does not have a compensation committee. The Board has not adopted any specific policies or practices to determine the compensation for ICG's directors and executive officers other than as disclosed herein.

The NEOs and directors of ICG have not received any compensation from ICG as at the date of the Information Circular, except as set out below under "Summary Compensation Table". As of the date of the Information Circular, ICG does not have any stock options issued and outstanding.

Summary Compensation Table

The following table provides a summary of the compensation paid to NEOs and directors for the period from incorporation on August 19, 2025, to October 31, 2025:

Name and Principal Position	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Steven Sirbovan^{(1)}
President, CEO and Director	nil	nil	nil	nil	nil	nil
William Avery^{(2)}
CFO	4,520	nil	nil	nil	nil	4,520

Name and Principal Position	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites ($)	Value of all other compensation ($)	Total Compensation ($)
Jeff Swinoga^{(3)}
Chair of the Board and Director	nil	nil	nil	nil	nil	nil
Korbon McCall^{(4)}
VP, Exploration	3,900	nil	nil	nil	nil	3,900
Erik Sloane^{(5)}
Director	nil	nil	nil	nil	nil	nil
Gary Baschuk^{(6)}
Director	nil	nil	nil	nil	nil	nil

Notes:
(1) Steven Sirbovan was appointed President and a director of ICG on August 19, 2025, and was subsequently appointed Chief Executive Officer on November 19, 2025.
(2) William Avery was appointed as Chief Financial Officer of ICG on October 15, 2025.
(3) Jeff Swinoga was appointed as a director of ICG on November 13, 2025, and was subsequently appointed Chair of the Board on November 19, 2025.
(4) Korbon McCall was appointed as Vice President, Exploration of ICG on November 19, 2025.
(5) Erik Sloane was appointed as a director of ICG on October 14, 2025.
(6) Gary Baschuk was appointed as a director of ICG on January 10, 2026.

Stock Options and Other Compensation Securities

ICG intends to adopt the Plan to assist ICG in attracting, retaining and motivating directors, officers, employees, consultants and contractors of ICG and to closely align the interests of such service providers with the interests of ICG. As at October 31, 2025 there were no outstanding compensation securities and none had been granted or issued to the directors and NEOs by ICG or its subsidiaries for services provided or to be provided, directly or indirectly, to ICG or any of its subsidiaries. For information about ICG’s Plan, refer to the heading “Options to Purchase Securities” above.

Omnibus Plans and Other Incentive Plans

For a description of the Plan, see “Options to Purchase Securities.” As of the date of the Information Circular, ICG does not have any other incentive plans aside from the Plan.

External Management Companies

All NEOs are consultants of ICG and no external management company employs or retains individuals acting as NEOs of ICG. ICG has no understanding, arrangement or agreement with any external management company to provide executive management services to ICG.

Employment, Consulting and Management Agreements

On January 1, 2026, ICG entered into an agreement for professional services with 15889626 Canada Corp, pursuant to which Steven Sirbovan will provide services to ICG as Chief Executive Officer. Under the agreement, Mr. Sirbovan will receive a monthly fee of $15,000, payable commencing on the first trading day of ICG’s listing on a “designated stock exchange”. The agreement will continue until terminated in accordance with its terms. ICG may terminate the agreement without cause by providing twelve (12) months’ notice or by making a payment in lieu of notice equal to the compensation otherwise payable during that period. In the event of a termination without cause, all unvested equity awards will become fully vested and vested equity awards will remain exercisable for 90 days following the end of the notice period. If ICG elects to pay the full amount owed in lieu of the notice period, all unvested equity will

immediately vest and, along with any previously vested equity, will be exercisable for 90 days from the termination date. ICG may terminate the agreement for cause without notice or further obligation. Mr. Sirbovan may terminate the agreement without good reason on 60 days' written notice, in which case unvested equity awards will be forfeited and vested equity awards will remain exercisable for 90 days; if Mr. Sirbovan terminates the agreement for good reason following an uncured 30-day cure period, unvested equity as of the termination date will immediately vest and remain exercisable for 90 days thereafter and vested equity awards will remain exercisable for 90 days. If a change of control of ICG occurs and the agreement is terminated by ICG without cause or by Mr. Sirbovan for good reason within 12 months thereafter, Mr. Sirbovan will be entitled to an amount equal to 24 months of the monthly fee. Subject to applicable laws, stock exchange requirements and the adoption of an equity incentive plan, and within 3 months of a public listing, Mr. Sirbovan is eligible to receive: (i) up to 1,000,000 restricted share units upon the implementation of such plan; (ii) up to 1,000,000 restricted share units on the one-year anniversary of ICG becoming public, vesting in four equal quarterly instalments over the following year; and (iii) up to 1,000,000 restricted share units for each mineral exploration asset in respect of which ICG secures a joint venture partner earning an economic interest of at least 15%. The agreement includes confidentiality provisions and sets limits on reimbursable expenses.

On January 1, 2026, ICG entered into a consulting agreement with Jeff Swinoga Professional Corporation, pursuant to which Jeff Swinoga will provide services to ICG including strategic advisory, capital markets support, stakeholder and investor communications support, introductions and networking, and governance and process advisory services. The agreement will continue for an initial term of one year, and thereafter will automatically renew on a month-to-month basis unless either party gives at least 30 days' prior written notice of non-renewal. ICG may terminate the agreement without cause upon 60 days' prior written notice and may elect to provide payment in lieu of notice equal to two months' fees in whole or in part. Mr. Swinoga may terminate the agreement at any time without cause upon 30 days' prior written notice to ICG. Either party may terminate the agreement immediately upon written notice if the other party commits a material breach and fails to remedy such breach within 30 days after receiving written notice, the other party becomes bankrupt or insolvent, the other party enters into any composition or arrangement with its creditors, or if Mr. Swinoga engages in fraud, willful misconduct or gross negligence in relation to ICG. Upon termination of the agreement, ICG will pay Mr. Swinoga all unpaid fees and reimbursable expenses properly incurred up to the effective date of termination. Compensation to Mr. Swinoga consists of a monthly fee of $15,000, accruing commencing on the date upon which ICG's common shares are listed on a recognized stock exchange and payable monthly in arrears. Mr. Swinoga is eligible to receive stock options, restricted share units and/or other equity-based awards under ICG's omnibus equity incentive plan, as may be adopted and amended from time to time, in such amounts and at such times as may be determined by the Board in its discretion, subject to the requirements and limits of applicable law and stock exchange policies. Any such equity awards will be evidenced by separate grant agreements and will not form part of the fee for the purposes of notice or any other payment in lieu of notice. The agreement includes confidentiality provisions and standard limits on reimbursable expenses.

On October 15, 2025, ICG entered into a consulting agreement with Avery Professional Corporation, pursuant to which William Avery will provide services to ICG as Chief Financial Officer. The agreement will continue for a one-year term, subject to earlier termination. Either party may terminate the agreement on 30 days' written notice. The agreement also provides for automatic termination upon a merger or consolidation of ICG (unless otherwise mutually agreed upon by the parties) or upon bankruptcy or insolvency of either party. In the event of termination by ICG for material breach by the consultant, the agreement may be terminated immediately without further compensation. Upon termination, Mr. Avery will be entitled to payment for services rendered up to the effective date of termination. Compensation to Mr. Avery consists of a monthly fee of $8,000, plus reimbursement of reasonable pre-approved expenses. A one-time signing bonus of 150,000 common shares (valued at $0.03 per share) was also payable and has now been fully satisfied. In addition, within 3 months of a public listing, Mr. Avery is entitled to 225,000 restricted share units or stock options with vesting terms aligned with ICG's standard equity incentive practices, vesting at a minimum over the term of the agreement and prorated in the event of early termination. Vested awards will remain outstanding following termination; unvested awards will be cancelled. Until ICG raises at least $500,000 in capital through debt or equity financing, Mr. Avery will defer $500 of the monthly cash compensation. Upon completion of such financing, all deferred amounts will become immediately payable. The agreement also provides for confidentiality and standard limitations on reimbursable expenses.

On October 15, 2025, ICG entered into a consulting agreement with McCall Geosciences LLC, under which Korbon McCall will provide services to ICG as Vice-President, Exploration. The agreement will remain in effect until terminated in accordance with its terms. Mr. McCall may terminate on 30 days' notice, and ICG may terminate on

F-40

three months' notice or payment in lieu of notice. If ICG terminates without cause, Mr. McCall is entitled to a lump-sum payment equal to three months of the consulting fee at the post-going public rate. If terminated for cause, only accrued but unpaid fees will be payable and unvested equity awards will lapse. If Mr. McCall terminates for good reason, the termination will be treated as a termination without cause by ICG, including the applicable termination payment. Compensation consists of a monthly fee of US$5,500 until ICG completes a going-public financing, and US$7,500 per month thereafter. Within 3 months of a public listing, Mr. McCall will be granted 225,000 restricted share units, subject to the adoption of an equity compensation plan and stock exchange requirements, vesting over the term of the agreement and prorated in the event of early termination. Vested awards will remain exercisable in accordance with ICG's equity plan; unvested awards will be cancelled on termination. All unvested restricted share units will vest immediately upon a change of control of ICG. The agreement also provides for a one-time US$25,000 exploration performance bonus, payable in cash or shares at ICG's election, if the consultant delivers a gold equivalent interval with an accumulation factor of at least 125 (grams × metres), as publicly disclosed by ICG. If ICG is subject to a change of control and Mr. McCall is terminated without cause or resigns for good reason within six months thereafter, Mr. McCall will be entitled to the termination payment described above and to full acceleration of all unvested restricted share units. The agreement includes confidentiality obligations and standard limits on reimbursable expenses.

Termination Payments

For a description of applicable termination payments, see "Employment, Consulting and Management Agreements".

Oversight and Description of Director and Named Executive Officer Compensation

ICG, at its present stage, does not have any formal objectives, criteria and analysis for determining the compensation of its directors and officers and primarily relies on the discussions and determinations of the Board. When determining individual compensation levels for ICG's NEOs, a variety of factors will be considered including: the overall financial and operating performance of ICG, each NEO's individual performance and contribution towards meeting corporate objectives and each NEO's level of responsibility and length of service.

ICG's executive compensation is intended to be consistent with ICG's business plans, strategies and goals, including the preservation of working capital as ICG seeks to complete its listing on the CSE. ICG's executive compensation program is intended to provide appropriate compensation that permits ICG to attract and retain highly qualified and experienced senior executives and to encourage superior performance by ICG. ICG's compensation policies are intended to motivate individuals to achieve and to award compensation based on corporate and individual results.

ICG does not have any arrangements, standard or otherwise, pursuant to which directors are compensated by ICG for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultants or experts. The Board intends to compensate directors primarily through the grant of Awards under the Plan and reimbursement of expenses incurred by such persons acting as directors of ICG.

Pension Disclosure

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by ICG and none are proposed at this time.

Indebtedness of Directors and Executive Officers

No person who is, or who has been, a director, executive officer or employee of ICG or any associate of any of the aforementioned, is or has been indebted to ICG or any of its subsidiaries or to any entity which has been provided a guarantee, support agreement, letter of credit or similar arrangement by ICG at any time before the date of the Information Circular.

F-41

F-42

Audit Committee

The audit committee of ICG (the “Audit Committee”) will assist the Board in fulfilling its financial oversight responsibilities. The Audit Committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the Audit Committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each Audit Committee member must obtain an understanding of the principal responsibilities of Audit Committee membership as well and ICG’s business, operations and risks.

Audit Committee Charter

The Board will adopt a Charter of the Audit Committee, which will set out the Audit Committee's mandate, organization, powers and responsibilities. The proposed Charter, which will be adopted substantially in the form attached as Exhibit “D” to this Appendix “F”, is attached hereto.

Composition of the Audit Committee

As at the date of the Information Circular, the following are the members of the Audit Committee:

	Independent/Not Independent(1)	Financially Literate(2)
Erik Sloane (Chair)	Independent	Yes
Jeff Swinoga	Not Independent	Yes
Gary Baschuk	Independent	Yes

Notes:
(1) A member is independent if the member has no direct or indirect material relationship with ICG, which could, in the view of the Board of Directors, reasonably interfere with the exercise of that member’s independent judgment.
(2) A member is financially literate if such member has the ability to read and understand a set of financial statements that present a breadth of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by ICG’s financial statements.

In accordance with section 6.1.1(3) National Instrument 52-110 – Audit Committees (“NI 52-110”) relating to the composition of the audit committee for venture issuers, a majority of the members of the Audit Committee are not executive officers, employees or control persons of ICG. All the proposed members of the Audit Committee are considered to be financially literate as required by section 1.6 of NI 52-110. Also see “Corporate Governance”.

Relevant Education and Experience

Each member of the Audit Committee has had extensive experience reviewing financial statements. Each member of the Audit Committee has an understanding of ICG’s business and an appreciation for the relevant accounting principles for that business. In particular, ICG believes that each of the members of the Audit Committee possesses: (a) an understanding of the accounting principles used by ICG to prepare its financial statements; (b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and reserves; (c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by ICG’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and (d) an understanding of internal controls and procedures for financial reporting.

For a summary of the experience and education of the Audit Committee members see “Directors and Executive Officers”.

F-43

Audit Committee Oversight

At no time has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board.

Reliance on Certain Exemptions

ICG has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).

ICG expects to rely on the exemption in Section 6.1 of NI 52-110 from the requirement of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case-by-case basis.

External Auditors Service Fees

The following table discloses the fees billed to ICG by its external auditors for the period from incorporation on August 19, 2025 to October 31, 2025:

Audit Fees (1)	Audit Related Fees (2)	Tax Fees (3)	All Other Fees (4)
$7,500	nil	nil	nil

Notes:
(1) “Audit Fees” include fees necessary to perform the annual audit and quarterly reviews of ICG’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the consolidated financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2) “Audit-Related Fees” include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit-Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from tax authorities.
(4) “All Other Fees” include all other non-audit services.

Corporate Governance Disclosure

Corporate governance refers to the policies and structure of the Board of a corporation, whose members are elected by and are accountable to the shareholders of the company. Corporate governance encourages establishing a reasonable degree of independence of the Board from executive management and the adoption of policies to ensure the Board recognizes the principles of good management. The Board is committed to sound corporate governance practices, as such practices are both in the interests of shareholders and help to contribute to effective and efficient decision-making.

ICG’s corporate governance practices are summarized below.

Independence of Members of Board

Directors are considered to be independent if they have no direct or indirect material relationship with ICG. A “material relationship” is a relationship which could, in the opinion of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

The Board facilitates its exercise of independent judgment in carrying out its responsibilities by carefully examining issues and consulting with outside counsel and other advisors in appropriate circumstances. The Board requires management to provide complete and accurate information with respect to ICG's activities and to provide relevant information concerning the mineral exploration industry in order to identify and manage risks. The Board is responsible for monitoring ICG's senior officers, who in turn are responsible for the maintenance of internal controls and management information systems.

The independent members of the Board are Erik Sloane and Gary Baschuk. The non-independent members of the Board are Steven Sirbovan (President and CEO) and Jeff Swinoga (Chairman).

Participation of Directors in Other Reporting Issuers

The following table sets out, as at the date of the Information Circular, the current directors and nominees for director of ICG that are currently directors of other reporting issuers:

Name	Name of Reporting Issuer	Name of Exchange or Market
Steven Sirbovan	None	None
Jeff Swinoga	Exploits Discovery Corp.
Radisson Mining Resources Inc.
Mountain Province Diamonds Inc.	CSE
TSX Venture Exchange
Toronto Stock Exchange
Erik Sloane	Global X Investments Canada Inc.	Toronto Stock Exchange
Cboe Canada
Gary Baschuk	None	None

Orientation and Continuing Education

New directors participate in an orientation discussion with ICG management and incumbent directors regarding the role of the Board, the Audit Committee, and the nature and operations of ICG's business. Members of the Board are encouraged to communicate with management of ICG, external legal counsel and auditors, and other external consultants to educate themselves about ICG's business, the mining industry and applicable legal and regulatory developments.

Ethical Business Conduct

The Board views good corporate governance as an integral component to the success of ICG and to meet responsibilities to shareholders. However, the Board has not yet adopted a Code of Conduct.

The Board, through its meetings both formal and informal with management, encourages a culture of ethical business conduct and believes ICG's high caliber management team promotes a culture of ethical business conduct throughout ICG's operations and is expected to monitor the activities of ICG's employees, consultants and agents in that regard.

It is a requirement of applicable corporate law that directors and senior officers who have an interest in a transaction or agreement with ICG promptly disclose that interest at any meeting of the Board at which the transaction or agreement will be discussed and, in the case of directors, abstain from discussions and voting in respect to same if the interest is material. These requirements are also contained in ICG's Articles, which are made available to directors and senior officers of ICG.

F-44

F-45

Nomination of Directors

The Board considers its size each year when it considers the number of directors to recommend to shareholders for election at the annual meeting of shareholders, taking into account the number required to carry out the Board’s duties effectively and to maintain a diversity of views and experience.

The Board does not have a nominating committee at this time, and these functions are currently performed by the Board as a whole. However, if there is a change in the number of directors required by ICG, this practice may be reviewed.

Compensation

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Board Committees

The Board does not have any standing committees other than the Audit Committee.

Audit Committee

The primary function of the Audit Committee is to assist the Board in fulfilling its financial oversight responsibilities with respect to the financial reporting process and the quality, transparency and integrity of the financial statements and other related public disclosures, and enforcing ICG’s systems of internal controls regarding finance and accounting and ICG’s auditing, accounting and financial reporting processes. Consistent with this function, the Audit Committee will encourage continuous improvement of, and should foster adherence to, ICG’s policies, procedures and practices at all levels. The Audit Committee meets at least quarterly.

See “Audit Committee” for details about its composition and function. The proposed Charter of the Audit Committee is attached as Exhibit “D” to this Appendix “F”.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management, and the strategic direction and processes of the Board and its committees.

No formal policy has been established to monitor the effectiveness of the directors, the Board and its committees. However, ICG believes that its corporate governance practices are appropriate and effective given ICG’s developmental stage.

Risk Factors

An investment in ICG Shares involves a significant degree of risk and should be considered speculative due to the nature of ICG’s business and the present stage of its development. In evaluating the proposed transaction, shareholders should carefully consider all of the information in this section, and, in particular, should evaluate the risk factors set out below. However, such risks may not be the only risks faced by ICG. Risks and uncertainties not presently known by ICG or which are presently considered immaterial may also adversely affect ICG’s business, properties, results of operations and/or condition (financial or otherwise).

Risks Related to the Business of ICG

Resource Exploration and Development is a Speculative Business

Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in size to return a profit from production. The marketability of natural resources that may be acquired or discovered by ICG will be affected by numerous factors beyond its control. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in ICG not receiving an adequate return on invested capital.

Substantial expenditures are required to establish ore reserves through drilling and metallurgical and other testing techniques, determine metal content and metallurgical recovery processes to extract metal from the ore, and construct, renovate or expand mining and processing facilities. No assurance can be given that any level of recovery of ore reserves will be realized or that any identified mineral deposit, even it is established to contain an estimated resource, will ever qualify as a commercial mineable ore body which can be legally and economically exploited. The great majority of exploration projects do not result in the discovery of commercially mineable deposits of ore.

Ability to Raise Funding to Continue Exploration and other Activities

ICG has no revenues from operations and has recorded losses since inception. ICG expects to incur operating losses in future periods due to continuing expenses associated with general and administrative costs, costs of seeking new business opportunities, and advancing its projects.

ICG has finite financial resources and its ability to achieve and maintain profitability and positive cash flow is dependent upon its ability to:

generate revenues in excess of expenditures;
reduce costs in the event revenues are insufficient; and
secure near and long-term financing.

ICG may rely on a combination of equity and debt financing to meet its capital requirements. Additional funds raised by ICG through the issuance of equity or convertible debt securities will cause current ICG shareholders to experience dilution. Such securities may grant rights, preferences or privileges senior to those of the ICG shareholders.

ICG does not have any contractual restrictions on its ability to incur debt and accordingly, ICG could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain covenants, which could restrict ICG's operations.

ICG may need to pursue alternative ways to finance its future operations and seeks new business opportunities. There are no assurances or guarantees that any financing alternative will be successful. There is no certainty that additional financing either through traditional equity and debt financing arrangements or an alternative transaction, or any combination thereof, will be available at all or on acceptable terms.

Development of Properties

ICG is an exploration and development company and all of its properties and property interests are in the exploration stage. ICG has not defined or delineated any mineral resources or mineral reserves on any of its properties.

Fluctuation of Metal Prices

Even if commercial quantities of mineral deposits are discovered by ICG, there is no guarantee that a profitable market will exist for the sale of the metals produced. Factors beyond the control of ICG may affect the marketability of any

F-46

substances discovered. The prices of various metals have experienced significant movement over short periods of time and are affected by numerous factors beyond the control of ICG, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved mining and production methods. The supply of and demand for metals are affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which ICG has, or has the right to acquire, an interest may be mined at a profit.

Increased Costs

Management anticipates that costs at ICG’s projects will frequently be subject to variation from one year to the next due to a number of factors, such as the results of ongoing exploration activities (positive or negative), changes in the nature of mineralization encountered, and revisions to exploration programs, if any, in response to the foregoing. Increases in the prices of such commodities or a scarcity of consultants or drilling contractors could render the costs of exploration programs to increase significantly over those budgeted. A material increase in costs for any significant exploration programs could have a significant effect on ICG’s operating funds and ability to start, or continue its planned exploration programs.

Reclamation

There is a risk that monies allotted for land reclamation may not be sufficient to cover all risks, due to changes in the nature of the waste rock or tailings and/or revisions to government regulations. Therefore, additional funds, or reclamation bonds or other forms of financial assurance may be required over the tenure of any mineral project of ICG to cover potential risks. These additional costs may have a material adverse effect on ICG’s business, financial condition and results of operations.

Mining Industry is Intensely Competitive

ICG’s business of the acquisition, exploration and development of mineral properties is intensely competitive. Increased competition could adversely affect ICG’s ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Permits and Licenses

The operations of ICG will require licenses and permits from various governmental authorities. There can be no assurance that ICG will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects, on reasonable terms or at all. Delays or a failure to obtain such licenses and permits or a failure to comply with the terms of any such licenses and permits that ICG does obtain, could have a material adverse effect on ICG.

Government Regulation

Any exploration, development or mining operations carried on by ICG, will be subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards. In addition, the profitability of any mining prospect is affected by the market for precious and/or base metals which is influenced by many factors including changing production costs, the supply and demand for metals, the rate of inflation, the inventory of metal producing corporations, the political environment and changes in international investment patterns.

Environmental Restrictions

The activities of ICG are subject to environmental regulations promulgated by government agencies in different countries from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining

F-47

operations. Certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations has a potential to reduce the profitability of operations.

Public Health Crises

ICG’s business, operations and financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises. To date, there have been a large number of temporary business closures, quarantines and a general reduction in consumer activity in a number of countries including Canada, the United States, Europe and Asia. The outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions.

Such public health crises can result in volatility and disruptions in the supply and demand for metals and minerals, global supply chains and financial markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices, interest rates, credit ratings, credit risk and inflation. The risks to ICG of such public health crises also include risks to employee health and safety, a slowdown or temporary suspension of operations in geographic locations impacted by an outbreak, increased labour and fuel costs, regulatory changes, political or economic instabilities or civil unrest. Any of these could affect ICG’s ability to advance exploration and development with such risks to include challenges in recruiting and retaining staff and personnel, restricted access for employees and contractors to the Projects, equipment and materials not being delivered to site on schedule or at all, and further inefficiencies required to be put in place to health and safety resulting in less productivity.

Military Conflict in Ukraine or Otherwise

The military conflict in Ukraine, or in other jurisdictions globally, could lead to heightened volatility in the global financial markets, increased inflation, and turbulence in mining markets. More recently, in response to Russian military actions in Ukraine, several countries (including Canada, the United States and certain allies) have imposed economic sanctions and export control measures, and may impose additional sanctions or export control measures in the future, which have and could in the future result in, among other things, severe or complete restrictions on exports and other commerce and business dealings involving Russia, certain regions of Ukraine, and/or particular entities and individuals. While ICG does not have any direct exposure or connection to Russia or Ukraine, as the military conflict is a rapidly developing situation, it is uncertain as to how such events and any related economic sanctions could impact the global economy. Any negative developments in respect thereof could have an adverse effect on ICG’s business, operations, financial condition, and the value of ICG’s securities.

Title Matters

Although ICG has taken steps to verify the title to the mineral properties in which it has or has a right to acquire an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title (whether of ICG or of any underlying vendor(s) from whom ICG may be acquiring its interest). Title to mineral properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples. ICG has investigated title to all of its mineral properties and, to the best of its knowledge, title to all of its properties for which titles have been issued are in good standing.

Indigenous and First Nations Rights

ICG’s mineral exploration and development activities may be affected by the rights of Indigenous Peoples in the jurisdictions where it operates. In the United States, certain federal and state permitting processes require consultation with Indigenous or Tribal Nations whose traditional territories may overlap with mineral projects. In Canada, governments may be required to consult and, where appropriate, accommodate Indigenous Peoples in connection with the granting of mineral rights or the issuance or amendment of project authorizations. These consultation obligations and related legal frameworks continue to evolve.

F-48

Legislative developments may result in enhanced consultation requirements or additional accommodations, including financial commitments, employment and training opportunities, or other terms under impact and benefit agreements. Such requirements may affect the timing and cost of obtaining mineral titles, permits, or approvals, and could delay or increase the cost of exploration and development activities.

Unforeseen claims, grievances, or opposition by Indigenous Peoples could impact ICG’s existing or planned operations, project timelines, or future acquisitions. The need to address Indigenous rights considerations may increase operating costs and could affect ICG’s ability to advance, expand, or dispose of its mineral projects.

Exploration and Mining Risks

Fires, power outages, labour disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in the operation of mines and the conduct of exploration programs. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects.

Regulatory Requirements

The activities of ICG are subject to extensive regulations governing various matters, including environmental protection, management and use of toxic substances and explosives, management of natural resources, exploration, development of mines, production and post-closure reclamation, exports, price controls, taxation, regulations concerning business dealings with indigenous peoples, labour standards on occupational health and safety, including mine safety, and historic and cultural preservation. Failure to comply with applicable laws and regulations may result in civil or criminal fines or penalties, enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions, any of which could result in ICG incurring significant expenditures. ICG may also be required to compensate those suffering loss or damage by reason of a breach of such laws, regulations or permitting requirements. It is also possible that future laws and regulations, or more stringent enforcement of current laws and regulations by governmental authorities, could cause additional expense, capital expenditures, restrictions on or suspension of ICG’s operations and delays in the exploration and development of ICG’s properties.

Influence of Third Parties

The mineral properties in which ICG holds an interest, or the exploration equipment and road or other means of access which ICG intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, ICG’s work programs may be delayed even if such claims are not meritorious. Such claims may result in significant financial loss and loss of opportunity for ICG.

F-49

F-50

No Assurance of Profitability

ICG has no history of earnings and, due to the nature of its business there can be no assurance that ICG will ever be profitable. ICG has not paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to ICG is from the sale of its shares or, possibly, from the sale or optioning of a portion of its interest in its mineral properties. Even if the results of exploration are encouraging, ICG may not have sufficient funds to conduct the further exploration that may be necessary to determine whether or not a commercially mineable deposit exists. While ICG may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such funds will be available on favorable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of ICG at risk.

Uninsured or Uninsurable Risks

Exploration, development and mining operations involve various hazards, including environmental hazards, industrial accidents, metallurgical and other processing problems, unusual or unexpected rock formations, structural cave-ins or slides, flooding, fires, metal losses and periodic interruptions due to inclement or hazardous weather conditions. These risks could result in damage to or destruction of mineral properties, facilities or other property, personal injury, environmental damage, delays in operations, increased cost of operations, monetary losses and possible legal liability. ICG may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. ICG may elect not to insure where premium costs are disproportionate to ICG’s perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Potential Conflicts of Interest

The directors and officers of ICG may serve as directors and/or officers for other public and private companies, including companies in which ICG has invested in, and may devote a portion of their time to manage other business interests. This may result in certain conflicts of interest. To the extent that such other companies may participate in ventures in which ICG is also participating, and to the extent that such companies may receive funds from ICG, such directors and officers of ICG may have a conflict of interest in negotiating and reaching an agreement with respect to the extent of each company’s participation. The Business Corporations Act (British Columbia), which governs ICG, requires the directors and officers to act honestly, in good faith, and in the best interests of ICG and its shareholders. However, in conflict of interest situations, directors and officers of ICG may owe the same duty to another company and will need to balance the competing obligations and liabilities of their actions. There is no assurance that the needs of ICG will receive priority in all cases. From time to time, several companies may participate together in the acquisition, exploration and development of natural resource properties, thereby allowing these companies to: (i) participate in larger programs; (ii) acquire an interest in a greater number of programs; and (iii) reduce their financial exposure to any one program. A particular company may assign, at its cost, all or a portion of its interests in a particular program to another affiliated company due to the financial position of ICG making the assignment. In determining whether or not ICG will participate in a particular program and the interest therein to be acquired by it, it is expected that the directors and officers of ICG will primarily consider the degree of risk to which ICG may be exposed and its financial position at that time.

Key Executives and Outside Consultants

ICG is dependent upon the services of key executives, including the directors of ICG, and will be dependent on a small number of highly skilled and experienced executives and personnel. Due to the relatively small size of ICG, the loss of these persons or the inability of ICG to attract and retain additional highly skilled employees may adversely affect its business and future operations.

ICG has also relied upon outside consultants, geologists, engineers and others and intends to rely on these parties for their exploration and development expertise. Substantial expenditures are required to construct mines, to establish mineral resources and reserves estimates through drilling, to carry out environmental and social impact assessments, to develop metallurgical processes and to develop the development, exploration and plant infrastructure at any

particular site. If such parties' work is deficient or negligent or is not completed in a timely manner, it could have a material adverse effect on ICG's business, financial condition and results of operations.

Joint ventures

ICG may enter into joint venture arrangements with regard to future exploration, development and production properties. There is a risk any future joint venture partner does not meet its obligations and ICG may therefore suffer additional costs or other losses. It is also possible that the interests of ICG or future joint venture partners are not aligned resulting in project delays or additional costs and losses. ICG may have minority interests in the companies, partnerships and ventures in which it invests and may be unable to exercise control over the operations of such companies.

Infrastructure

Mining, processing, development and exploration activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important determinants which affect capital and operating costs. Unusual or infrequent weather phenomena, terrorism, sabotage, government or other interference in the maintenance or provision of such infrastructure could adversely affect ICG's operations, financial condition and results of operations.

Accounting Policies and Internal Controls

ICG prepares its financial reports in accordance with International Financial Reporting Standards. In preparation of its financial reports, management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition of ICG. Significant accounting policies are described in more detail in ICG's audited financial statements. In order to have a reasonable level of assurance that financial transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported, ICG has implemented and continues to analyze its internal control systems for financial reporting, as further explained in its audited financial statements. Although ICG believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability, ICG cannot provide absolute assurance in this regard.

Negative Operating Cash Flow

ICG has incurred losses since inception and currently experiences negative operating cash flow, a trend that is expected to continue for the foreseeable future. Although ICG aims to advance its mineral projects and ultimately generate revenues, there is no assurance that it will ever achieve profitability. As an exploration-stage company with no material revenues to date, ICG must rely on its cash reserves and will likely require additional financing – through equity, debt or other means – to fund ongoing operations and planned exploration activities. Many of ICG's expenditures are fixed or committed in nature, including costs associated with exploration programs, property maintenance, technical consultants, and corporate overhead.

ICG's ability to generate future revenues and move toward profitability depends on the successful exploration and development of its mineral properties, the availability of capital, favourable commodity prices, and the receipt of required regulatory approvals. There can be no assurance that ICG will ever achieve or sustain profitability, that additional financing will be available when needed, or that such financing will be available on acceptable terms. If ICG continues to incur losses for an extended period or is unable to secure adequate financing, it may be unable to continue its business or advance its projects.

Limited Operating History

ICG is subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources and lack of revenues. There is no assurance that ICG will be successful in achieving a return on shareholders' investment and the likelihood of success must be considered in light of the early stage of operations.

F-51

F-52

Reputation Risk

Damage to ICG’s reputation can be the result of the actual or perceived occurrence of any number of events, and could include any negative publicity, whether true or not. The increased usage of social media and other web-based tools used to generate, publish and discuss user-generated content and to connect with other users has made it increasingly easier for individuals and groups to communicate and share opinions and views regarding ICG and its activities, whether true or not. Although ICG believes that it operates in a manner that is respectful to all stakeholders and that it takes care in protecting its image and reputation, ICG does not ultimately have direct control over how it is perceived by others. Reputation loss may result in decreased investor confidence, increased challenges in developing and maintaining community relations and an impediment to ICG’s overall ability to advance its projects, thereby having a material adverse impact on financial performance, financial condition, cash flows and growth prospects.

Liability for Actions of Employees, Contractors and Consultants

ICG could be liable for fraudulent or illegal activity by its employees, contractors and consultants resulting in significant financial losses to claims against ICG.

ICG is exposed to the risk that its employees, independent contractors and consultants may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to ICG that violates: (i) government regulations; (ii) manufacturing standards; (iii) fraud and abuse laws and regulations; or (iv) laws that require the true, complete and accurate reporting of financial information or data. It is not always possible for ICG to identify and deter misconduct by its employees and other third parties, and the precautions taken by ICG to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting ICG from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions are instituted against ICG, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on its business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings, the curtailment of ICG's operations or asset seizures, any of which could have a material adverse effect on ICG's business, financial condition and results of operations.

Litigation

Defense and settlement costs of legal claims can be substantial, even with respect to claims that have no merit. Like most companies, ICG is subject to the threat of litigation and may be involved in disputes with other parties in the future which may result in litigation or other proceedings. The results of litigation or any other proceedings cannot be predicted with certainty. If ICG is unable to resolve these disputes favourably, it could have a material adverse effect on ICG’s business, financial condition and results of operations.

Information Systems

Targeted attacks on ICG’s systems (or on systems of third parties that ICG relies on), failure or non-availability of a key information technology (“IT”) systems or a breach of security measures designed to protect ICG’s IT systems could result in disruptions to ICG’s operations, extensive personal injury, property damage or financial or reputational risks. ICG has engaged IT consultants to implement and test system controls and disaster recovery infrastructure for certain IT systems. As the threat landscape is ever-changing, ICG must make continuous mitigation efforts, including: risk prioritized controls to protect against known and emerging threats; tools to provide automate monitoring and alerting and backup and recovery systems to restore systems and return to normal operations.

Risks Related to the Common Shares

Market for Securities and Volatility of Share Price

The ICG Shares do not currently trade on any exchange or stock market. Securities of small-cap companies have experienced substantial volatility in the past, often based on factors unrelated to the companies’ financial performance

or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries. Factors unrelated to ICG’s performance that may affect the price of the ICG Shares include the following: other developments that affect the breadth of the public market for the ICG Shares; the release or expiration of lock-up or other transfer restrictions on the ICG Shares; the attractiveness of alternative investments; the extent of analytical coverage available to investors concerning ICG’s business may be limited if investment banks with research capabilities do not follow ICG; lessening in trading volume and general market interest in the ICG Shares may affect an investor’s ability to trade significant numbers of ICG Shares; the size of ICG’s public float may limit the ability of some institutions to invest in ICG Shares; and a substantial decline in the price of the ICG Shares that persists for a significant period of time could cause the ICG Shares, if listed on an exchange, to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the ICG Shares at any given point in time may not accurately reflect ICG’s long-term value and may be volatile in the future, which may result in losses to investors. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources. The fact that no market currently exists for the ICG Shares may affect the pricing of the ICG Shares in the secondary market, the transparency and availability of trading prices and the liquidity of the ICG Shares.

ICG will apply to list the ICG Shares on the CSE. In the event of such listing, external factors outside of our control, such as announcements of quarterly variations in operating results, revenues and costs, and sentiments toward stocks, may have a significant impact on the market price of the ICG Shares. Global stock markets, including the CSE, have experienced extreme price and volume fluctuations from time to time. There can be no assurance that an active or liquid market will develop or be sustained for the ICG Shares.

No Established Market

There is currently no market through which ICG’s securities may be sold and purchasers may not be able to resell the ICG Shares acquired pursuant to the Arrangement. An active public market for the ICG Shares might not develop or be sustained after the Arrangement. Even if a market develops, there is no assurance that the price of the ICG Shares acquired pursuant to the Arrangement, which has been determined by negotiations between ICG and APM, will reflect the prevailing market price of the ICG Shares following the Arrangement. If an active public market for the ICG Shares does not develop, the liquidity of a shareholder’s investment may be limited, and the ICG Share price may decline.

Lack of Active Market

There can be no assurance that an active market for the ICG Shares will continue and any increased demand to buy or sell the ICG Shares can create volatility in price and volume.

Future Sales of Common Shares by Existing Shareholders

Sales of a large number of ICG Shares in the public markets, or the potential for such sales, could decrease the trading price of the ICG Shares and could impair ICG’s ability to raise capital through future sales of ICG Shares. ICG has previously completed private placements at prices per share which may be, from time to time, lower than the market price of the ICG Shares. Accordingly, a significant number of ICG’s shareholders at any given time may have an investment profit in the ICG Shares that they may seek to liquidate.

Dividends

ICG has not paid dividends in the past and does not anticipate paying dividends in the near future. ICG intends to retain earnings, if any, to finance the growth and development of ICG’s business and, where appropriate, retire debt. The payment of future cash dividends, if any, will be reviewed periodically by the Board and will depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and conditions and other factors.

F-53

F-54

Dilution

Future sales or issuances of equity securities could decrease the value of the ICG Shares, dilute shareholders' voting power and reduce future potential earnings per ICG Share. ICG intends to sell additional equity securities in subsequent offerings (including through the sale of securities convertible into ICG Shares) and may issue additional equity securities to finance our operations, development, exploration, acquisitions or other projects. ICG cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the ICG Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the ICG Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in our earnings per ICG Share.

As a result of any of these factors, the market price of the ICG Shares at any given point in time may not accurately reflect the long-term value of ICG. Securities class-action litigation often has been brought against companies following periods of volatility in the market price of their securities. ICG may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management's attention and resources.

Additional Financing

ICG will require equity and/or debt financing to support ongoing operations, to undertake capital expenditures or to undertake acquisitions or other business combination transactions. There can be no assurance that additional financing will be available to ICG when needed or on terms which are acceptable. ICG's inability to raise financing to fund ongoing operations, capital expenditures or acquisitions could limit its growth and may have a material adverse effect upon ICG's business, results of operations, financial condition or prospects.

If additional funds are raised through further issuances of equity or convertible debt securities, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of ICG Shares. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for ICG to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Risks Related to the Arrangement

There can be no certainty that all conditions precedent to the Arrangement with APM will be satisfied

The completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of ICG, including receipt of the approval of the Final Order from the Court approving the Arrangement, holders of no more than 5% of the outstanding APM Shares having exercised Dissent Rights and the receipt of all required material consents, waivers, permits, orders and approvals. There can be no certainty, nor can ICG provide any assurance, if and when these conditions will be satisfied or waived. These conditions also include approval of the Arrangement by APM shareholders at the Meeting. If, for any reason, the conditions to the Arrangement are not satisfied or waived and the Arrangement is not completed, the market price of the ICG Shares may be adversely affected and the announcement of the Arrangement and the dedication of substantial resources of ICG to the completion thereof could have a negative impact on ICG's business relationships and could have a material adverse effect on the current and future operations, financial condition and prospects of ICG. If the Arrangement is not completed and the Board decides to seek another merger or arrangement, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the total consideration payable pursuant to the Arrangement.

The Arrangement Agreement may be terminated in certain circumstances, including in the event of a Material Adverse Change with respect to ICG.

Each of APM and ICG has the right to terminate the Arrangement Agreement and the Arrangement in certain circumstances. Accordingly, there is no certainty, nor can ICG provide any assurance, that the Arrangement

Agreement will not be terminated by either APM or ICG before the completion of the Arrangement. For example, APM has the right, in certain circumstances, to terminate the Arrangement Agreement if changes occur that, in the aggregate, result in a Material Adverse Effect with respect to ICG. Although a Material Adverse Effect excludes certain events that are beyond the control of ICG, there is no assurance that a Material Adverse Effect with respect to ICG will not occur before the completion of the Arrangement, in which case ICG could elect to terminate the Arrangement Agreement and the Arrangement would not proceed.

While the Arrangement is pending, ICG is restricted from taking certain actions

The Arrangement Agreement restricts ICG from taking specified actions until the Arrangement is completed without the consent of APM. These restrictions may prevent ICG from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement.

The issuance of a significant number of ICG Shares could adversely affect the market price of ICG Shares

If the Arrangement is completed, a significant number of additional ICG Shares will be issued and will become available for trading in the public market. The increase in the number of ICG Shares may lead to sales of such shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market price of, ICG Shares.

Promoters

Steven Sirbovan, President, CEO and a director of ICG, may be considered a “promoter” of ICG within the meaning of applicable securities legislation as he has taken the initiative in founding, organizing and substantially reorganizing the business of ICG. For information on the voting and equity securities of ICG held by Mr. Sirbovan see “Directors and Executive Officers” and “Executive Compensation”.

Other than as disclosed elsewhere in this Appendix “F”, no person who was a promoter of ICG since incorporation:

received anything of value directly or indirectly from ICG;
sold or otherwise transferred any asset to ICG within the last two years;
has been a director, chief executive officer or chief financial officer of any company that during the past 10 years was the subject of a cease trade order or similar order or an order that denied the company access to any exemptions under securities legislation for a period of more than 30 consecutive days or became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver or receiver manager or trustee appointed to hold its assets;
has been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority or has entered into a settlement agreement with a Canadian securities regulatory authority;
has been subject to any other penalties or sanctions imposed by a court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision; or
has within the past 10 years become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or been subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver or receiver manager or trustee appointed to hold its assets.

See “Directors and Executive Officers” and “Executive Compensation” for further disclosure.

Legal Proceedings and Regulatory Actions

There are no legal proceedings outstanding, threatened or pending, as of the date hereof, by or against ICG or to which ICG is a party or to which its properties are subject, nor to ICG’s knowledge are any such legal proceedings contemplated which could become material to a purchaser of ICG Shares.

F-55

ICG is not currently aware of any:

penalties or sanctions imposed against ICG by a court relating to provincial and territorial securities legislation or by a securities regulatory authority since its incorporation;

other penalties or sanctions imposed by a court or regulatory body against ICG, the disclosure of which are necessary for this Appendix “F” to contain full, true and plain disclosure of all material facts relating to the securities being distributed; or

settlement agreements ICG entered into before a court relating to provincial and territorial securities legislation or with a securities regulatory authority since its incorporation.

Interest of Management and Others in Material Transactions

Except as disclosed herein, no director, executive officer or persons or companies who beneficially own, control or direct, directly or indirectly, more than ten percent of any class of outstanding voting securities of ICG, nor any associate or affiliate of the foregoing persons, has or has had any material interest, direct or indirect, in any transactions with ICG since incorporation that has materially affected or is reasonably expected to have a material effect on ICG, other than ordinary course participation in private placement financings.

Auditors, Transfer Agents and Registrars

Auditors

Davidson & Company LLP, located at Suite 1200, 609 Granville Street, Vancouver, British Columbia, V7Y 1H4, serves as the auditor of ICG. They have advised ICG that they are independent of ICG within the meaning of the Rules of Professional Conduct of the Institute of Chartered Professional Accountants.

Registrar and Transfer Agent

ICG does not currently have a transfer agent or registrar for its shares. ICG expects to engage Marrelli Trust Company as transfer agent prior to the Listing.

Material Contracts

There are no contracts of ICG, other than contracts entered into in the ordinary course of business, that are material to ICG, other than as set forth below:

the Arrangement Agreement dated as of December 7, 2025 between ICG and APM.

Electronic copies of the above-noted material contracts will be made available on the SEDAR+ website under ICG’s profile once filed.

Interests of Experts

Steven L. McMillin prepared the Technical Report which is referred to in this Appendix “F”. Steven L. McMillin is a qualified person as defined by NI 43-101 and is independent of ICG.

Davidson & Company LLP, ICG’s auditors, are independent within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of British Columbia.

The aforementioned firms and persons held either less than one percent or no securities of ICG or of any associate or affiliate of ICG when they prepared the technical reports or information referred to, or following the preparation of such reports or information.

F-56

F-57

Other Material Facts

To management’s knowledge, there are no other material facts relating to ICG that are not otherwise disclosed in this Appendix “F” or are necessary for the Information Circular to contain full, true and plain disclosure of all material facts relating to ICG.

LEGAL_48329799.14
F-1

EXHIBIT A
ICG FINANCIAL STATEMENTS AND MD&A

[See attached]

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Directors of
ICG Silver & Gold Ltd.

Opinion

We have audited the accompanying financial statements of ICG Silver & Gold Ltd. (the “Company”), which comprise the statement of financial position as at October 31, 2025, and the statements of loss and comprehensive loss, changes in equity, and cash flows for the period from incorporation on August 19, 2025 to October 31, 2025, and notes to the financial statements, including material accounting policy information.

In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at October 31, 2025, and its financial performance and its cash flows for the period from incorporation on August 19, 2025 to October 31, 2025, in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the financial statements, which indicates that the Company has an accumulated deficit as at October 31, 2025 and a loss and negative cash flows from operations for the period ended October 31, 2025. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor’s report includes Management’s Discussion and Analysis.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

The engagement partner on the audit resulting in this independent auditor's report is Kyle McElwee.

Vancouver, Canada

January 12, 2026

Chartered Professional Accountants

ICG Silver & Gold Ltd.

FINANCIAL STATEMENTS

PERIOD ENDED OCTOBER 31, 2025

(EXPRESSED IN CANADIAN DOLLARS)

ICG Silver & Gold Ltd.
Statement of Financial Position
(Expressed in Canadian dollars)

October 31, 2025

	$
ASSETS
Current assets
Cash	67,645
Prepaid expenses (notes 6, 10)	129,794
Total Assets	197,439
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities (note 6)	46,328
Total Liabilities	46,328
SHAREHOLDERS' EQUITY
Share capital (note 7)	195,862
Deficit	(44,751)
Total Shareholders' Equity	151,111
Total Liabilities and Shareholders' Equity	197,439

Nature and Continuance of Operations (note 1)
Subsequent Events (note 12)

Approved on behalf of the Board of Directors

"Jeff Swinoga"
Director

"Erik Sloane"
Director

The accompanying notes are an integral part of these financial statements.

ICG Silver & Gold Ltd.
Statement of Loss and Comprehensive Loss
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

| | Period Ended
October 31, 2025 |
| --- | --- |
| | $ |
| Expenses | |
| Professional fees (notes 6, 7) | 39,574 |
| Exploration and evaluation expenditures (notes 6, 10) | 3,926 |
| General and administrative | 1,251 |
| Loss and comprehensive loss | 44,751 |
| Loss per share – basic and diluted | $ 0.01 |
| Weighted-average number of common shares outstanding - basic and diluted | 3,488,636 |

The accompanying notes are an integral part of these financial statements.

ICG Silver & Gold Ltd.
Statement of Changes in Equity
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

	Number of Common Shares	Common Shares	Deficit	Total
		$	$	$
Balance, August 19, 2025	-	-	-	-
Issuance of common shares, net of issue costs	8,250,000	195,862	-	195,862
Loss for the period	-	-	(44,751)	(44,751)
Balance, October 31, 2025	8,250,000	195,862	(44,751)	151,111

The accompanying notes are an integral part of these financial statements.

ICG Silver & Gold Ltd.
Statement of Cash Flows
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

| | Period Ended
October 31, 2025 |
| --- | --- |
| | $ |
| Operating activities | |
| Loss for the period | (44,751) |
| Professional fees | 4,500 |
| Changes in non-cash working capital: | |
| Increase in prepaid expenses | (129,794) |
| Increase in accounts payable and accrued liabilities | 34,828 |
| Net cash used in operating activities | (135,217) |
| Financing activities | |
| Proceeds from issuance of common shares, net | 202,862 |
| Net cash provided by financing activities | 202,862 |
| Change in cash during the period | 67,645 |
| Cash, beginning of the period | - |
| Cash, end of the period | 67,645 |

Non-cash transactions:

Share issue costs included in accounts payable $11,500

Cash paid for interest $ -

Cash paid for income taxes $ -

The accompanying notes are an integral part of these financial statements.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

1. NATURE AND CONTINUANCE OF OPERATIONS

ICG Silver & Gold Ltd. (the "Company") was incorporated on August 19, 2025 under the laws of British Columbia. The Company has not commenced commercial operations and has no significant assets. The activities of the Company are initially limited to the efforts to identify and evaluate the acquisition of assets or businesses with exploration and evaluation ("E&E") opportunity. The head office and the records and registered office is located at 1055 West Georgia Street, 1500 Royal Centre, PO Box 11117, Vancouver, BC, V6E 4N7.

Since incorporation, the Company has had no active business operations. The Company's principal business objective will be to identify and evaluate assets or businesses with a view to potential acquisition. The Company has an accumulated deficit as at October 31, 2025 and a loss and negative cash flows from operations for the period ended October 31, 2025. The Company's ability to continue its operations is dependent upon obtaining additional financing sufficient to cover its operating costs. Although management has been successful in raising capital in the past, there is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be obtained on terms of advantageous to the Company. These conditions indicate the existence of material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying financial statements.

These financial statements were authorized by the Board of Directors on January 12, 2026.

2. STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standard Board ("IASB").

3. BASIS OF PRESENTATION

These financial statements have been prepared on a historical cost basis, except for financial instruments classified as financial instruments at fair value through profit and loss, which are stated at their fair value. The financial statements are presented in Canadian dollars, which is also the Company's functional currency. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The preparation of financial statements in compliance with IFRS Accounting Standards requires management to make certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies. The areas involving a higher degree of judgment of complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in Note 4.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION

a) Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized in other comprehensive income or loss or directly in equity, in which case it is recognized in other comprehensive income or loss or equity.

Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at year end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period applicable to the period of expected realization or settlement.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same tax authority and the group intends to settle its current tax assets and liabilities on a net basis.

b) Share capital

Common shares are classified as shareholders' equity. Transaction costs directly attributable to the issue of common shares and share purchase options are recognized as a deduction from equity, net of any tax effects.

The proceeds from the issue of units is allocated between common shares and common share purchase warrants based on the residual value method. Under this method, the proceeds are allocated to share capital based on the fair value of the common shares and any residual value is allocated to common share purchase warrants.

c) Loss per share

The Company presents basic and diluted loss per share data for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. Diluted loss per share does not adjust the loss attributable to common shareholders or the weighted average number of common shares outstanding when the effect is anti-dilutive.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

d) Financial instruments

Recognition

The Company recognizes financial assets and financial liabilities on the date the Company becomes a party to the contractual provisions of the instruments.

Classification

The Company classifies its financial assets and financial liabilities in the following measurement categories: i) those to be measured subsequently at fair value (either through other comprehensive income or through profit or loss), and ii) those to be measured at amortized costs. The classification of financial assets depends on the business model for managing the financial assets and the contractual terms of the cash flows. Financial liabilities are classified as those to be measured at amortized cost unless they are designated as those to be measured subsequently at fair value through profit or loss (irrevocable election at the time of recognition). For assets and liabilities measured at fair value, gains and losses are either recorded in profit or loss or other comprehensive income.

The Company reclassifies financial assets when and only when its business model for managing those assets changes. Financial liabilities are not reclassified.

The Company has implemented the following classifications:
- Cash and accounts payable and accrued liabilities are classified as amortized cost and carried on the statements of financial position at amortized cost.

Measurement

All financial instruments are required to be measured at fair value on initial recognition, plus, in case of a financial asset or financial liability not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Financial assets that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments or principal and interest on the principal outstanding are generally measured at amortized cost at the end of the subsequent accounting periods. All other financial assets including equity investments are measured at their fair values at the end of subsequent accounting periods, with any changes taken through profit and loss or other comprehensive income (irrevocable election at the time of recognition).

Impairment

The Company assesses all information available, including on a forward looking basis the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date with the risk of default as at the date of initial recognition based on all information available, and reasonable and supportive forward looking information.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

e) Exploration and evaluation expenditures

The Company capitalizes the cost of acquiring exploration and evaluation assets. Expenses related to exploration of exploration and evaluation assets are expensed through the statement of loss and comprehensive loss. Such costs, include, but are not limited to, geological and geophysical studies, exploratory drilling and sampling.

f) Impairment of E&E assets

The Company's E&E assets are evaluated every reporting period to determine whether there are any indications of impairment. If any such indication exists, which is often judgmental, a formal estimate of recoverable amount is performed, and an impairment loss is recognized to the extent that the carrying amount exceeds the recoverable amount. The recoverable amount of an asset or cash generating group of assets is measured at the higher of fair value less costs to sell and value in use. The evaluation of asset carrying values for indications of impairment includes consideration of both external and internal sources of information, including such factors as market and economic conditions, metal prices, future plans for the Company's mineral properties and mineral resources and/or reserve estimates.

Critical accounting estimates and judgments

The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual experience may differ from these estimates and assumptions.

The effect of a change in accounting estimate is recognized prospectively by including it in comprehensive income in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both.

Information about critical accounting estimates and judgments in applying accounting policies that have the most significant risk of causing material adjustment to the carrying amounts of assets and liabilities recognized in the financial statements are discussed below:

Judgments

Going concern

The Company's management has made an assessment of the Company's ability to continue as a going concern and is satisfied that the Company has the resources to continue in business for the foreseeable future.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

4. MATERIAL ACCOUNTING POLICY INFORMATION (continued)

Deferred tax assets and liabilities

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the identification of E&E acquisition targets and the further successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

5. ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

IFRS 18, Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date.

The Company has not yet determined the impact of the accounting policy on its financial statements.

6. RELATED PARTY TRANSACTIONS

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Key management personnel include persons having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. The Company has identified its directors and certain senior officers as its key management personnel and the compensation costs for key management personnel and companies related to them were recorded at their exchange amounts as agreed upon by transacting parties.

For the period ended October 31, 2025 the following amounts were incurred in respect of key management personnel:

i) To a company controlled by the Company's CFO: $4,520, of which $850 is included in accounts payable and accrued liabilities, in addition to $4,500 of share-based compensation included in professional fees and $9,040 included in prepaid expenses.

ii) To a company controlled by the Company's VP Exploration: $3,900, which is included in accounts payable and accrued liabilities.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

7. SHARE CAPITAL

a) Authorized

Unlimited number of common shares without par value.

b) Issued and outstanding

As at October 31, 2025, there were 8,250,000 common shares issued and outstanding.

On September 24, 2025, the Company issued 2,000,000 common shares for cash proceeds of $20,000.

On October 10, 2025, the Company issued 6,100,000 common shares for cash proceeds of $183,000, on which the Company incurred issue costs of $11,638, and 150,000 common shares being recorded as professional fees valued at $4,500.

8. MANAGEMENT OF CAPITAL

Capital is composed of the Company's shareholders' equity and any debt that it may issue. As at October 31, 2025, the Company's shareholders' equity was $151,111. The Company's objectives when managing capital are to maintain financial viability and to protect its ability to meet its ongoing liabilities, to continue as a going concern, to maintain creditworthiness, and to maximize returns for shareholders over the long term. Protecting the ability to pay current and future liabilities includes maintaining capital above minimum regulatory levels, current financial strength rating requirements, and internally determined capital guidelines and calculated risk management levels.

The Company's current capital was received from the issuance of common shares. The net proceeds raised to date will only be sufficient to identify and evaluate a limited number of assets and businesses for the purpose of identifying and completing a transaction.

The Company is not subject to any externally imposed capital requirements.

There were no changes in the Company's approach to management of capital during the period ended October 31, 2025.

9. FINANCIAL INSTRUMENTS

The Company is exposed in varying degrees to a variety of financial instrument related risks. The Board of Directors approves and monitors the risk management processes. The type of risk exposure and the way in which such exposure is managed is provided as follows:

Fair Value Measurements

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, and
Level 3 – Inputs that are not based on observable market date.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

9. FINANCIAL INSTRUMENTS (continued)

The Company's financial instruments consist of cash and accounts payable and accrued liabilities classified at amortized cost. The carrying value of the Company's cash and accounts payable and accrued liabilities approximate their fair value due to the short-term to maturity.

Financial risk management

Credit Risk

Credit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its liquid financial assets including cash. The Company limits the exposure to credit risk by only investing its cash with high-credit quality financial institutions. Management believes that the credit risk related to its cash is negligible.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure and financial leverage as described in Note 8.

The Company monitors its ability to meet its short-term administrative expenditures by raising additional funds through share issuance when required. The Company does not have investments in any asset backed deposits.

Market Risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices. The Company does not currently hold and does not expect to hold interest-bearing financial instruments other than cash, assets or liabilities denominated in a foreign currency, and marketable securities or other financial instruments subject to fluctuations in equity prices, it currently does not have and is not expected to have exposure to these market risks.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk to the extent that the cash maintained at the financial institutions is subject to a floating rate of interest. The interest rate risk on cash is not considered significant.

Currency Risk

The Company is exposed to currency risk to the extent that monetary assets and liabilities held by the Company are not denominated in Canadian dollars. The Company is not exposed to significant currency risk. The Company has not entered into any foreign currency contracts to mitigate this risk.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

10. EXPLORATION AND EVALUATION EXPENDITURES ("E&E Expenditures")

The Company has commenced to incur some expenses related to exploration and evaluation of the properties that it intends to acquire. If the acquisition does not go through, the Company may be able to recover some of these expenditures; however, the Company will expense the costs as incurred.

During the period ended October 31, 2025, the Company prepaid $120,754 related to E&E expenditures, specifically for geophysical and technical reports. The Company also incurred E&E expenditures of $3,900 for consulting fees related to the VP of Exploration (note 6).

11. INCOME TAXES

The following is a reconciliation of income taxes attributable to operations computed at the statutory tax rates to income tax recovery.

	Period ended October 31, 2025
Loss before income taxes	($44,751)
Statutory rate	27%
Expected recovery of income tax	(12,083)
Change in unrecognized deductible temporary differences	12,083
Total income tax recovery	$-

The following is a summary of the Company's deferred tax assets as at October 31, 2025:

Non-capital losses available for future period	($44,751)
Unrecognized deferred tax asset	44,751
Net deferred tax asset	$-

As at October 31, 2025, the Company has estimated non-capital losses for Canadian income tax purposes of $44,751 that may be carried forward to reduce taxable income derived in future years. These losses expire in 2045.

12. SUBSEQUENT EVENTS

On December 7, 2025, the Company and American Pacific Mining Corp. ("APM") executed a Share Exchange Agreement ("SEA"), pursuant to which the Company will acquire the shares of APM's wholly-owned subsidiaries American Pacific Mining (US) Inc. ("APMUS") and Clearview Gold Inc. ("CGI") in exchange for 11,500,000 common shares of the Company, of which 7,500,000 common shares will be distributed to APM shareholders, with APM retaining 4,000,000 common shares (the "Retained Shares"). CGI is the registered owner of the Danny Boy Project and APMUS is the registered owner of the Tuscarora Project (collectively the "Projects") located northwest of Elko, Nevada (the "Tuscarora District").

The Retained Shares will be subject to a Lock-up Agreement for 36 months, commencing after the Company has attained a listing (the "Listing") on the Canadian Securities Exchange ("CSE" or the "Exchange"), APM will require the Company's approval to sell in excess of 5% of the Retained Shares in any five trading day period. Further, APM shall not sell more than 15% of the Retained Consideration Shares in any single 30 day calendar month period.

ICG Silver & Gold Ltd.
Notes to Financial Statements
For the Period from Incorporation (August 19, 2025) to October 31, 2025
(Expressed in Canadian dollars)

Additionally, the Company will pay to APM $5 million U.S. dollars upon the commencement of commercial production at either of the Projects.

On November 11, 2025, the Company issued 500,000 common shares at $0.03 per share for cash proceeds of $15,000.

During December 2025 and closing January 9, 2026, the Company issued 10,007,325 common shares at $0.15 per share for cash proceeds of $1,501,099, net of issue costs of $8,282.

ICG Silver & Gold Ltd.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the period from incorporation on August 19, 2025 to October 31, 2025

Management's Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion of Financial Condition and Results of Operations (the "MD&A") dated January 12, 2026, provides an analysis of, and should be read together with the audited financial statements for the period ended October 31, 2025 and the period from incorporation on August 19, 2025 to October 31, 2025, and the related notes attached thereto (the "AFS").

Except as otherwise indicated by the context and for the purposes of this report only, references in this MD&A to "we", "us", "our", or "the Company", refer to ICG Silver & Gold Ltd.

Forward-looking information

Certain statements contained in this management discussion and analysis may contain words such as "could", "should", "expect", "believe", "will" and similar expressions and statements relating to matters that are not historical facts but are forward-looking statements. Such forward-looking statements are subject to both known and unknown risks and uncertainties which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the receipt of required regulatory approvals, the availability of sufficient capital, the estimated cost and availability of funding for the continued development of the Company's software products, political and economic conditions, and other factors. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein.

Such statements reflect our management's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, are inherently subject to significant business, economic, competitive, political and social uncertainties and known or unknown risks and contingencies. Many factors could cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements.

Due to such risks and uncertainties, including those identified under the heading "Risk Factors", actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Description of Business

Incorporated on August 19, 2025, under the laws of the Province of British Columbia, Canada, with the name 1553408 B.C. Ltd. On August 26, 2025, the Company changed its name to ICG Resources Ltd., further, on November 24, 2025, the Company changed its name to ICG Silver & Gold Ltd. to better reflect its business plans and operating focus.

The Company has not commenced commercial operations and has no significant assets. The activities of the Company are initially limited to the efforts to identify and evaluate the acquisition of assets or businesses with exploration and evaluation ("E&E") opportunity.

On December 7, 2025, the Company and American Pacific Mining Corp. (“APM”) executed a Share Exchange Agreement (“SEA”), pursuant to which the Company will acquire the shares of APM’s wholly-owned subsidiaries American Pacific Mining (US) Inc. (“APMUS”) and Clearview Gold Inc. (“CGI”) in exchange for 11,500,000 common shares of the Company, of which 7,500,000 common shares will be distributed to APM shareholders, with APM retaining 4,000,000 common shares (the “Retained Shares”). CGI is the registered owner of the Danny Boy Project and APMUS is the registered owner of the Tuscarora Project (collectively the “Projects”) located northwest of Elko, Nevada (the “Tuscarora District”).

The Retained Shares will be subject to a Lock-up Agreement for 36 months, commencing after the Company has attained a listing on the Canadian Securities Exchange (“CSE” or the “Exchange”), APM will require the Company’s approval to sell in excess of 5% of the Retained Shares in any five trading day period. Further, APM shall not sell more than 15% of the Retained Consideration Shares in any single 30 day calendar month period.

Additionally, the Company will pay to APM $5 million U.S. dollars upon the commencement of commercial production at either of the Projects.

Corporate address

The head office and the records and registered office is located at 1055 West Georgia Street, 1500 Royal Centre, PO Box 11117, Vancouver, BC, V6E 4N7.

Going concern

The AFS are presented on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course of operations. There are conditions and events that cast significant doubt on the validity of this assumption.

The Company does not generate cash flows from operations and has therefore relied principally on the issuance of equity securities and debt instruments to finance its operating activities to the extent that such instruments are issuable under terms acceptable to the Company. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates.

The Company has an accumulated deficit as at October 31, 2025 and a loss and negative cash flows from operations for the period ended October 31, 2025.

These material uncertainties may cast significant doubt as to the ability of the Company to continue as a going concern. The AFS do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue operations. These adjustments could be material.

The assumption that the Company will be able to continue as a going concern is subject to critical judgments by management with respect to assumptions surrounding the short and long-term operating budget, expected profitability, investing and financing activities and management’s strategic planning. Should those judgments prove to be inaccurate, management’s continued use of the going concern assumption could be inappropriate. Although the Company has been successful in the past in obtaining financing, there can be no assurances that the Company will continue to obtain the additional financial resources necessary and/or achieve profitability or positive cash flows from its future operations. If the Company is unable to obtain adequate additional financing, the Company would be required to curtail its planned operations, and exploration activities.

Selected Financial Information

The AFS have been prepared in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board.

Management is responsible for, and the Company's board of directors (the "Board") approved, the AFS. The AFS and MD&A include the results of operations and cash flows for the period from incorporation on August 19, 2025 to October 31, 2025. The reader must be aware that historical results are not necessarily indicative of future performance. All amounts are reported in Canadian dollars, which is the functional currency of the Company.

The Company followed the material accounting policies presented in Note 4 of the AFS consistently throughout all periods summarized in this MD&A.

The Company operates in one segment – the planned acquisition of E&E assets or businesses.

The following table and discussion provide selected financial information from, and should be read in conjunction with, the Financial Statements:

	Period from incorporation on August 19, 2025 to October 31, 2025
Total revenue	$ -
Loss before income taxes	$ 44,751
Other comprehensive loss (gain)	$ -
Comprehensive loss	$ 44,751
Loss per share, basic & diluted	$ 0.01
Cash dividend declared per share	$ -

Results of Operations for the period from incorporation on August 19, 2025 to October 31, 2025

Professional fees (notes 6, 7)	39,574
Exploration and evaluation expenditures (notes 6, 10)	3,926
General and administrative	1,251
Loss and comprehensive loss	44,751

The Company incurred professional fees of $39,574, primarily related to costs of the Company's Chief Financial Officer, legal fees, principally related to the SEA, and investor relations.

Exploration expenditures relate to costs of our VP of exploration who was principally focused on work performed in respect of the Company's subsequent SEA and the potential acquisition of the Projects.

General and administrative expenses consist principally of bank charges and foreign exchange.

Cash Flows

For the period from incorporation on August 19, 2025 to October 31, 2025 cash used in operating activities was primarily for professional fees, E&E expenditures and office and administrative expenses and well as cash paid for prepaid expenses pertaining to the update of the technical reports for the Projects.

Cash from financing activities was generated through private placements during the period from incorporation on August 19, 2025 to October 31, 2025, consisting of common shares at $0.01 per share for $20,000 and at $0.03 per share for a total of $183,000, resulting in 2,000,000 and 6,100,000 common shares being issued, respectively.

Financial Position

The following financial data and discussion is derived from the Financial Statements.

	October 31, 2025
Current assets	$ 197,439
Total assets	$ 197,439
Total current liabilities	$ 46,328
Total liabilities	$ 46,328
Shareholders' equity	$ 151,111
Number of common shares outstanding	8,250,000
Basic and fully diluted loss per weighted average	$ 0.01
number of common shares for the period ended

Assets

The balance of the Company's assets reflects the proceeds of financings and prepaid expenses, which principally relate to prepaid E&E costs.

Liabilities

Current liabilities as at October 31, 2025, relate primarily to the accrual of fees for legal expenses, investor relations and E&E expenditures.

Share Capital and Outstanding Securities

The authorized share capital of the Company consists of an unlimited number of common shares without par value.

As at October 31, 2025, there were 8,250,000 common shares issued and outstanding. As of the date of this MD&A there were 18,757,325 common shares issued and outstanding.

On September 24, 2025, the Company issued 2,000,000 common shares for cash proceeds of $20,000.

During December 2025 and closing January 9, 2026, the Company issued 10,007,325 common shares at $0.15 per share for cash proceeds of $1,501,099, net of issue costs of $8,282.

Going Concern and Liquidity, Contractual Obligations, and Capital Management

Going Concern & Liquidity

The Company has not generated significant revenues or cash flows from operations to meet its operating and administrative expenses since inception, and does not expect to do so for the foreseeable future.

In order to continue as a going concern and to meet its corporate objectives, the Company will require additional financing through debt or equity issuances, or other available means.

Although the Company has previously been successful in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company. If the Company is unable to obtain adequate additional financing, the Company would be

required to curtail its planned operations. Factors that could affect the availability of financing include the state of international debt, equity markets, and investor perceptions and expectations.

Furthermore, if future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates. These material uncertainties may cast significant doubt as to the ability of the Company to continue as a going concern. The financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue operations. These adjustments could be material.

Capital Management

It is necessary for the Company to raise new capital to fund operations on a reasonably regular basis. The Company manages its capital to meet short-term business requirements, after taking into account cash flows from operations, expected capital expenditures and the Company's holdings of cash. To facilitate the management of its capital requirements, management prepares expenditure forecasts that are updated as necessary depending on various factors, including successful capital deployment and general industry conditions. On an ongoing basis, management evaluates and adjusts its planned level of activities, including planned E&E expenditures and committed administrative costs, to ensure that adequate levels of working capital are maintained.

All sources of financing are analyzed by management and approved by the Board. There were no changes in the Company's approach or the Company's objectives and policies for managing its capital.

We believe that this approach, given the relative size and stage of the Company, is reasonable.

There may be circumstances where, for sound business reasons, funds may be re-allocated at the discretion of the Board or management of the Company.

If additional funds are required, the Company plans to raise additional capital primarily through the private placement of its equity securities. Under such circumstances, there is no assurance that the Company will be able to obtain further funds required for the Company's continued working capital requirements. Please also refer to "Going Concern & Liquidity" for further discussion on the availability of capital resources.

Contractual Obligations

The Company has no commitments for capital expenditures.

Summary of Quarterly Results

The Company has not presented a summary of quarterly results as the operations from the date of incorporation (August 19, 2025) to September 30, 2025, are trivial.

Related Party Transactions

Key management personnel consist of members of the Board and the Company's corporate officers, including legal entities they control, as they have the authority and responsibility for planning, directing and controlling the activities of the Company.

For details on amounts paid, payable, and accrued to directors and officers refer to disclosure in note 6 to the AFS.

Financial Instruments and Risks

The Company's financial assets consist of the cash and accounts payable and accrued liabilities, which are classified and carried at amortized cost. The Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of the Company's financial instruments approximates their carrying value, unless otherwise noted.

Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages this risk by careful management of its working capital. Historically, the Company's sole sources of funding has been through debt financing or the issuance of equity securities for cash or, primarily through private placements. The Company's access to financing is always uncertain. There is no assurance of continued access to significant equity funding. The Company requires additional funding to continue with its ongoing operations and accordingly is exposed to liquidity risks. Liquidity risk has been assessed as high.

Foreign Exchange Risk

Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. At October 31, 2025, the Company is exposed to exchange risk as the Projects are located in Nevada, U.S.A. and E&E expenditures are primarily conducted in U.S. dollars. However, the Company has nominal foreign exchange risks on financial instruments as at October 31, 2025, as there were limited U.S. dollar denominated balances.

Industry and Economic Risk Factors that May Affect our Business

The Company's common shares should be considered highly speculative due to the nature of the Company's business and the present stage of its development. An investment in securities of the Company should only be made by persons who can afford a significant or total loss of their investment.

Economic and industry risk factors that may affect our business, in particular those that could affect our liquidity and capital resources, are as described under the heading "Risk Factors".

Other Risks and Uncertainties

The Company's operations are subject to a number of risks and other uncertainties, including risks related to the Company's ability to accurately forecast and to manage growth effectively, the Company's reliance on additional financing sufficient to fund continuing activities and acquisitions given the absence of positive cash flows from operations, and the related risk that the Company will be able to continue operating as a going concern.

Occurrence of various factors and uncertainties of risk cannot be accurately predicted and could cause actual results to differ significantly from our current expectations and result in a material adverse effect on the Company's operations, liquidity, or ultimate profitability. A comprehensive discussion of risks and uncertainties are set out under the heading "Risk Factors". The reader is directed to carefully review this discussion for a proper understanding of these risks and uncertainties.

Risk Factors

There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. If any of these risks occur, the Company's business, financial condition or results of operation may be adversely affected. In such case, the trading price of the Company's common shares could decline, and investors could lose all or part of their investment. The following is a summary of risks that could be applicable to the business of the Company:

Exploration risks

Mining operations generally involve a high degree of risk. The Company's operations are subject to all the hazards and risks normally encountered in the exploration, development and production of gold, precious metals and other minerals, including unusual and unexpected geologic formations, seismic activity, rock bursts, cave-ins, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability.

The exploration for and development of mineral deposits involves significant risks which even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of a mineral-bearing structure may result in substantial rewards, few properties which are explored are ultimately developed into producing mines.

Major expenses may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that the exploration or development programs planned by the Company will result in a profitable commercial mining operation. Whether a gold or other mineral deposit will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as quantity and quality of mineralization and proximity to infrastructure; mineral prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in the Company not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by the Company towards the search and evaluation of silver, gold or other minerals will result in discoveries of commercial quantities of silver, gold or other minerals.

Additional financing

The Company believes that its raised capital is sufficient to meet its presently anticipated working capital and capital expenditure requirements for the near future. This belief is based on its operating plan which, in turn, is based on assumptions, which may prove to be incorrect. In addition, the Company may need to raise significant additional funds sooner to support its growth, respond to competitive pressures, acquire or invest in complementary or competitive businesses or technologies, or take advantage of unanticipated opportunities. If its financial resources are insufficient, it will require additional financing to meet its plans for expansion. The Company cannot be sure that this additional financing, if needed, will be available on acceptable terms or at all.

Furthermore, any debt financing, if available, may involve restrictive covenants, which may limit its operating flexibility with respect to business matters. If additional funds are raised through the issuance of equity securities, the percentage ownership of existing shareholders will be reduced, such shareholders may experience additional dilution in net book value, and such equity securities may have rights, preferences or privileges senior to those of its existing shareholders. If adequate funds are not available on acceptable terms or at all, the Company may be unable to develop or enhance its properties, take advantage of future opportunities, or respond to competitive pressures, any of which could have a material adverse effect on its business, prospects, financial condition, and results of operations.

Volatile global financial and economic conditions

Current global financial and economic conditions remain extremely volatile and unpredictable, which may impact the Company's ability to obtain financing in the future on favorable terms or obtain any financing at all. Additionally, negative global economic conditions may cause a long-term decrease in asset values. If such global volatility and market turmoil recur or continue, the Company's operations and financial condition could be adversely impacted.

The market price of securities is volatile and may not accurately reflect the long-term value of the Company

Securities markets have a high level of price and volume volatility, and the market price of securities of many companies has experienced substantial volatility in the past. This volatility may affect the ability of holders of common shares to sell their securities at an advantageous price. Market price fluctuations in the shares may be due to the Company's operating results failing to meet expectations of securities analysts or investors in any period, adverse changes in general market conditions or economic trends, acquisitions, dispositions or other material public announcements by the Company or its competitors, along with a variety of additional factors. These broad market fluctuations may adversely affect the market price of the shares.

Financial markets historically at times experienced significant price and volume fluctuations that have particularly affected the market prices of equity securities of companies and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Accordingly, the market price of the common shares may decline even if the Company's results, underlying asset values or prospects have not changed.

Additionally, these factors, as well as other related factors, may cause decreases in investment values that are deemed to be other than temporary, which may result in impairment losses. There can be no assurance that continuing fluctuations in price and volume will not occur. If such increased levels of volatility and market turmoil continue, the Company's operations could be adversely impacted, and the trading price of the shares may be materially adversely affected.

Commodity prices

The price of the Company's common shares, the Company's financial results, and exploration and development activities may in the future be significantly adversely affected by declines in the price of precious metals or other minerals. The price of precious metals and other minerals fluctuates widely and is affected by numerous factors beyond the Company's control such as the sale or purchase of commodities by various central banks and financial institutions, interest rates, exchange rates, inflation or deflation, fluctuation in the value of the United States Dollars and foreign currencies, global and regional supply and demand, the political and economic conditions of major mineral-producing countries throughout the world, and the cost of substitutes, inventory levels and carrying charges. Future serious price declines in the market value of precious metals or other minerals could cause development of and commercial production from the Company's properties to be impracticable. Future production from the Company's mineral exploration properties is dependent upon the prices of precious metals and other minerals being adequate to make these properties economic.

In addition to adversely affecting the Company's financial condition, declining commodity prices can impact operations by requiring a reassessment of the feasibility of a particular project. Such a reassessment may be the result of a management decision or may be required under financing arrangements related to a particular project. Even if the project is ultimately determined to be economically viable, the need to conduct such a reassessment may cause substantial delays or may interrupt operations until the reassessment can be completed.

Reliability of resource estimates

There is no certainty that any mineral resources identified in the future on any of the Company's properties will be realized. Until a deposit is actually mined and processed, the quantity of mineral resources and grades must be considered as estimates only. In addition, the quantity of mineral resources may vary depending on, among other things, metal prices. Any material change in quantity of mineral resources, grade or stripping ratio may affect the economic viability of any project undertaken by the Company. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in a larger scale test under on-site conditions or during production.

Fluctuations in gold and other base or precious metals prices, results of drilling, metallurgical testing and production and the evaluation of studies, reports and plans subsequent to the date of any estimate may require revision of such estimate. Any material reductions in estimates of mineral resources could have a material adverse effect on the Company's results of operations and financial condition from time to time.

Operating risk and insurance coverage

No assurance can be given that insurance will be adequate to cover the Company's liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Environmental risks and hazards

All phases of the Company's operations are subject to environmental regulation in the jurisdictions in which it operates. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect the Company's operations. Environmental hazards may exist on the properties on which the Company holds interests which are unknown to the Company at present, and which have been caused by previous or existing owners or operators of the properties.

Government approvals and permits are currently and may in the future be required in connection with the Company's operations. To the extent such approvals are required and not obtained, the Company may be curtailed or prohibited from continuing its exploration or mining operations or from proceeding with planned exploration or development of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations or in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in exploration expenses, capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.

Land title

No assurances can be given that there are no title defects affecting any property interests of the Company. Title insurance generally is not available, and the Company's ability to ensure that it has obtained secure claim to individual mineral properties or mining concessions may be severely constrained. Furthermore, the Company has not conducted surveys of the claims in which it holds an interest and, therefore, the precise area and location of such claims may be in doubt. Accordingly, the Company's mineral properties may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims, and title may be affected by, among other things, undetected defects. In addition, the Company may be unable to operate its properties as permitted or to enforce its rights with respect to its properties.

Government regulation

The mineral exploration activities of the Company are subject to various laws governing prospecting, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. In addition, no assurance can be given

that new rules and regulations will not be enacted or that existing rules and regulations will not otherwise be applied in a manner which could limit or curtail production or development in any of the jurisdictions in which the Company operates. Amendments to other current laws and regulations governing mineral exploration and development or more stringent implementation thereof could also have a substantial adverse impact on the Company.

Reliance on management

The success of the Company is dependent on the performance of its senior management and members of the Board. The loss of services of these persons would have a material adverse effect on the Company's business and prospects in the short-term. There is no assurance the Company can maintain the services of its officers or other qualified personnel required to operate its business. Failure to do so could have a material adverse effect on the Company and its prospects.

Conflicts of interest

Certain directors and officers of the Company are also directors, officers, or shareholders of other companies in the mineral exploration industry and in other industries, which may give rise to conflicts of interest from time-to-time. The directors of the Company are required by law to act honestly and in good faith with a view to the best interests of the Company and to disclose any interest that they may have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director in a conflict is required under the applicable corporate laws to disclose his interest and to abstain from voting on such matter.

Risks associated with increasing competition

The mining industry is competitive in all of its phases. The Company faces strong competition from other mining companies in connection with the acquisition of properties prospective for precious and base metals, and for technical and exploration personnel who can help advance such properties. Many of these companies have greater financial resources, operational experience and technical capabilities than the Company. As a result of this competition, the Company may be unable to maintain or acquire additional attractive mining properties on terms it considers acceptable or at all. Consequently, the Company's revenues, operations and financial condition could be materially adversely affected.

Management of growth

The Company may be subject to growth-related risks including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company's business, financial condition, results of operations and prospects.

Dividends

The Company has no earnings or dividend record and does not anticipate paying any dividends on the Company's shares in the future.

Limited market for securities

There can be no assurance that an active and liquid market for the Company's shares will develop or be maintained, and an investor may find it difficult to resell any securities of the Company.

Disclosure of Internal Controls over Financial Reporting

Management has established processes to provide them sufficient knowledge to support representations that they have exercised reasonable diligence that (i) the audited financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of

and for the periods presented by the audited financial statements; and (ii) the audited financial statements fairly present in all material respects the financial condition, results of operations and cash flows of the Company, as of the date of and for the periods presented.

In contrast to non-venture issuers, this MD&A does not include representations relating to the establishment and maintenance of disclosure controls and procedures ("DC&P") and internal control over financial reporting ("ICFR"). In particular, management is not making any representations relating to the establishment and maintenance of: controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Company in its filings or other reports or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. Investors should be aware that inherent limitations on the ability of management of the Company to design and implement on a cost-effective basis DC&P and ICFR may result in additional risks to the quality, reliability, transparency and timeliness of filings and other reports provided under securities legislation.

Off Balance Sheet Arrangements

The Company has no off-balance sheet arrangements as at the date of this MD&A.

Changes in Accounting Policies and Initial Adoption

The Company did not adopt any new accounting policies during the period. Refer to note 5 of the AFS.

Critical Accounting Judgments, Estimates, and Risks

The critical accounting judgments and estimates used by the Company are described in the AFS.

Additional disclosure for Venture Issuers without Significant Revenue

Additional disclosure concerning the Company's expenses are provided in the statements of loss and comprehensive loss and notes to the AFS.

Litigation

The Company and/or its directors may be subject to a variety of civil or other legal proceedings, with or without merit.

There are no legal proceedings outstanding, threatened or pending as of the date of this MD&A by or against the Company or to which it is party or its business or any of its assets are the subject of, nor to the knowledge of the directors and officers of the Company are any such legal proceedings contemplated which could become material to a purchaser of the Company's securities.

Subsequent Events

On December 7, 2025, the Company and APM executed the SEA, pursuant to which the Company will acquire the shares of APM's wholly-owned subsidiaries APMUS and CGI in exchange for 11,500,000 common shares of the Company, of which 7,500,000 common shares will be distributed to APM shareholders, with APM retaining the 4,000,000 Retained Shares. CGI is the registered owner of the Projects located in the Tuscarora District.

The Retained Shares will be subject to a Lock-up Agreement for 36 months, commencing after the Company has attained a listing (the "Listing") on the CSE, APM will require the Company's approval to sell in excess of 5% of the Retained Shares in any five trading day period. Further, APM shall not sell more than 15% of the Retained Consideration Shares in any single 30 day calendar month period.

Additionally, the Company will pay to APM $5 million U.S. dollars upon the commencement of commercial production at either of the Projects.

On November 11, 2025, the Company issued 500,000 common shares at $0.03 per share for cash proceeds of $15,000.

During December 2025 and closing January 9, 2026, the Company issued 10,007,325 common shares at $0.15 per share for cash proceeds of $1,501,099, net of issue costs of $8,282.

Proposed Transactions

Except as described in this MD&A, there are no proposed transactions.

Management's Responsibility for Financial Information

Management is responsible for all information contained in this report. The Company's financial statements have been prepared in accordance with IFRS and include amounts based on management's informed judgments and estimates. The financial and operating information included in this report is consistent with that contained in the financial statements in all material aspects.

Approval

The Board approved the disclosure contained in this MD&A on January 12, 2026. A copy of this MD&A will be provided to anyone who requests it.

EXHIBIT B
CARVE-OUT FINANCIAL STATEMENTS AND MD&A

[See attached]

F-1

American Pacific Mining (US) Inc.
And
Clearview Gold Inc.

CONSOLIDATED CARVE-OUT FINANCIAL STATEMENTS

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

INDEPENDENT AUDITOR'S REPORT

To the Directors of
American Pacific Mining Corp.

Opinion

We have audited the accompanying consolidated carve-out financial statements of American Pacific Mining (US) Inc. and Clearview Gold Inc. (the "Company"), which comprise the consolidated carve-out statements of financial position as at December 31, 2024 and 2023, and the consolidated carve-out statements of income (loss) and comprehensive income (loss), cash flows, and changes in shareholders' equity for the years then ended, and notes to the consolidated carve-out financial statements, including material accounting policy information.

In our opinion, these consolidated carve-out financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Carve-out Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated carve-out financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 of the consolidated carve-out financial statements, which indicates that the Company is dependent on its ability to obtain public equity financing, or achieve profitable operations in the future. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Emphasis of Matter – Basis of Preparation

We draw attention to Note 1 to the consolidated carve-out financial statements which describes the purpose of the consolidated carve-out financial statements.

Our opinion is not modified in respect to this matter.

Other Information

Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management's Discussion and Analysis.

Our opinion on the consolidated carve-out financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

A member of Nexia International

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, B.C., Canada V7Y 1G6
Telephone (604) 687-0947 Davidson-co.com

In connection with our audit of the consolidated carve-out financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated carve-out financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

Responsibilities of Management and Those Charged with Governance for the Consolidated Carve-out Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated carve-out financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated carve-out financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated carve-out financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Carve-out Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated carve-out financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated carve-out financial statements.

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the consolidated carve-out financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated carve-out financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated carve-out financial statements, including the disclosures, and whether the consolidated carve-out financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated carve-out financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

Vancouver, Canada
January 16, 2026

Chartered Professional Accountants

Consolidated Carve-out Statements of Financial Position ... 6
Consolidated Carve-out Statements of Loss and Comprehensive Loss ... 7
Consolidated Carve-out Statements of Changes in Shareholders’ Equity ... 8
Consolidated Carve-out Statements of Cash Flows ... 9
Notes to the Consolidated Carve-Out Financial Statements ... 10
1) Corporate information and continuance of operations ... 10
2) Material accounting policy information and basis of preparation ... 11
3) Equipment ... 20
4) Exploration and evaluation assets ... 21
5) Net parent investment ... 25
6) Reserves ... 25
7) Related party transactions and balances ... 26
8) Segmented information ... 26
9) Capital management ... 26
10) Financial instruments ... 27
11) Income taxes ... 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.
Consolidated Carve-out Statements of Financial Position
(Expressed in Canadian Dollars)

| | As at
Note(s) | December 31, 2024
$ | December 31, 2023
$ |
| --- | --- | --- | --- |
| ASSETS | | | |
| Current assets | | | |
| Cash | | 529 | 26,160 |
| Amounts receivable | | 132,039 | 146,160 |
| | | 132,568 | 172,320 |
| Non-current assets | | | |
| Reclamation deposits | 4 | 28,743 | 26,493 |
| Equipment | 3 | 897 | 2,066 |
| Exploration and evaluation assets | 4 | 7,172,975 | 6,636,031 |
| | | 7,202,615 | 6,664,590 |
| TOTAL ASSETS | | 7,335,183 | 6,836,910 |
| LIABILITIES | | | |
| Current liabilities | | | |
| Accounts payable and accrued liabilities | | 438 | 13,427 |
| TOTAL LIABILITIES | | 438 | 13,427 |
| EQUITY | | | |
| Net parent investment | 5 | 13,712,879 | 13,289,400 |
| Reserves | 6 | 236,595 | 236,595 |
| Accumulated deficit | | (6,745,471) | (6,276,817) |
| Accumulated other comprehensive income (loss) | | 130,742 | (425,695) |
| TOTAL SHAREHOLDERS’ EQUITY | | 7,334,745 | 6,823,483 |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | 7,335,183 | 6,836,910 |
| Corporate information and continuance of operations | 1 | | |
| Commitments | 4 | | |
| Segmented information | 8 | | |
| Subsequent events | 1, 4 | | |

These consolidated carve-out financial statements were approved for issue by the Board of Directors and signed on its behalf by:

/s/ Warwick Smith Director
/s/ Ali Hakimzadeh Director

See accompanying notes to these consolidated carve-out financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Consolidated Carve-out Statements of Income (Loss) and Comprehensive Income (Loss)

(Expressed in Canadian Dollars)

Notes	For the year ended
	December 31, 2024	December 31, 2023
Notes	$	$
Expenses (income)
Consulting fees	7	11,985
Depreciation	3	1,284
Exploration and evaluation costs	4	194,700
Foreign exchange (gain) loss		132,241
General and administrative expenses		30,175
Directors' fees	7	1,773
Professional fees	7	90,934
Share-based payments	5, 7	232
Transfer agent, regulatory and filing fees		891
Travel		4,439
Total expenses		(468,654)
Loss		(468,654)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences for foreign operations		556,437
Income (loss) and comprehensive income (loss)		87,783

See accompanying notes to these consolidated carve-out financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Consolidated Carve-out Statements of Changes in Shareholders' Equity

(Expressed in Canadian Dollars)

	Note(s)	Net parent investment $	Reserves $	Accumulated deficit $	Accumulated other comprehensive income (loss) $	Total $
Balance as of December 31, 2022		10,794,981	-	(5,948,496)	(274,288)	4,572,197
Funding provided by American Pacific Mining Corp.		2,494,419	-	-	-	2,494,419
Recognition of Clearview Gold Inc.’s shareholders’ equity	1, 6	-	236,595	-	-	236,595
Loss		-	-	(328,321)	-	(328,321)
Other comprehensive loss		-	-	-	(151,407)	(151,407)
Balance as of December 31, 2023		13,289,400	236,595	(6,276,817)	(425,695)	6,823,483
Balance as of December 31, 2023		13,289,400	236,595	(6,276,817)	(425,695)	6,823,483
Funding provided by American Pacific Mining Corp.		423,479	-	-	-	423,479
Loss		-	-	(468,654)	-	(468,654)
Other comprehensive income		-	-	-	556,437	556,437
Balance as of December 31, 2024		13,712,879	236,595	(6,745,471)	130,742	7,334,745

See accompanying notes to these consolidated carve-out financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.
Consolidated Carve-out Statements of Cash Flows
(Expressed in Canadian Dollars)

Cash flow from (used in)	Note(s)	For the year ended
		December 31, 2024
$	December 31, 2023
$
OPERATING ACTIVITIES
Loss		(468,654)	(328,321)
Depreciation	3	1,284	1,263
Share-based payments	5, 7	232	25,881
Unrealized foreign exchange		145,713	(49,725)
Net changes in non-cash working capital items:
Amounts receivable		25,249	(146,160)
Prepaid expenses		-	27,767
Accounts payable and accrued liabilities		(13,483)	13,427
Cash flow used in operating activities		(309,659)	(455,868)
INVESTING ACTIVITIES
Acquisition costs of exploration and evaluation assets	4	(140,115)	(98,175)
Cash flow used in investing activities		(140,115)	(98,175)
FINANCING ACTIVITIES
Funding provided by American Pacific Mining Corp.	5	423,247	580,203
Cash flow provided by financing activities		637,056	580,203
Effects of exchange rate changes on cash		896	-
Increase (decrease) in cash		(25,631)	26,160
Cash, beginning of year		26,160	-
Cash, end of year		529	26,160
Supplemental cash flow information
Cash paid for income taxes		-	-
Cash paid for interest		-	-

See accompanying notes to these consolidated carve-out financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

1) CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS

Introduction to the consolidated carve-out financial statements

The purpose of these carve-out financial statements is to provide general-purpose historical financial information for American Pacific Mining (US) Inc. ("APMUS") and Clearview Gold Inc. ("CGI") (together, the "Company"). The Company is a wholly owned subsidiary of American Pacific Mining Corp. ("APM" or the "Parent"). The accounting policies applied in these carve-out financial statements are, to the extent applicable, consistent with the accounting policies used in APM's audited consolidated financial statements.

These consolidated carve-out financial statements have been prepared on a carve-out basis from APM's audited consolidated financial statements for the years ended December 31, 2024 and 2023, for the purpose of presenting the financial position, results of operations, and cash flows of the Company on a stand-alone basis, that are to be transferred to ICG Silver & Gold Ltd. ("ICG") as further described below.

The Company holds mineral exploration assets located in Nevada. It has no operating revenues and is maintained solely for the purpose of holding these exploration-stage properties.

On April 27, 2023, APM entered into a definitive agreement (the "CGI Agreement") with CGI, pursuant to which APM acquired all of the issued and outstanding common shares of CGI (the "CGI Acquisition"). The CGI Acquisition was completed on May 17, 2023 (the "CGI Closing Date"). Under the terms of the CGI Agreement, on the CGI Closing Date, APM paid $200,000 and issued 11.5 million common shares of APM.

The Company's head office, principal address, registered address, and records office is: Suite 910 – 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, Canada.

As of the date of these consolidated carve-out financial statements, the Company has not identified a known body of commercial-grade mineral on any of its properties. The recoverability of the costs incurred to date is dependent upon the Company's ability to identify a commercial mineral deposit, obtain financing for development, and address any environmental, regulatory, or other constraints that may impede successful advancement of the properties. To date, the Company has not earned any revenues and is considered to be in the exploration stage.

These consolidated carve-out financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These consolidated carve-out financial statements reflect the standalone operations of the Company for the periods presented which require significant estimates with respect to corporate costs to maintain the operations of the Company. Significantly, the Company is presented as a wholly reliant on the financial support of the Parent for the periods presented and will require financial support in the future to operate independently. Financial support will be dependent on the Company's ability to obtain public equity financing, or achieve profitable operations in the future. Management may consider other forms of financing in order to maintain operations or curtail expenditures as required.

These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

These consolidated carve-out financial statements of the Company for the fiscal years ended December 31, 2024 and 2023, were approved by the Board of Directors on January 16, 2026.

Page 10 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

1) CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS (CONTINUED)

Proposed Transaction

APM entered into an arrangement agreement with ICG on December 7, 2025, as amended January 12, 2026, to sell its Tuscarora District assets, comprising the Tuscarora and Danny Boy projects, through the sale of all issued and outstanding shares of CGI and APMUS. The transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Pursuant to the agreement, APM will receive 11,500,000 common shares of ICG (the "ICG Consideration Shares") and contingent cash payments of up to US$5 million, payable within five business days of either project achieving commercial production.

Prior to closing, all assets other than the Tuscarora District assets will be transferred out of CGI and APMUS such that ICG acquires only the Tuscarora and Danny Boy projects.

Completion of the transaction is subject to shareholder approval (two-thirds and majority-of-minority thresholds), court approval, regulatory approvals, and conditional approval of ICG’s listing on the Canadian Securities Exchange (“CSE”).

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

Statement of compliance

These consolidated carve-out financial statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”).

Basis of preparation

These consolidated carve-out financial statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value. The statements have been prepared using the accrual basis of accounting, except for cash flow information.

These consolidated carve-out financial statements are presented in Canadian dollars ("$” or “CA$”), which is also the functional currency of CGI. The functional currency of APMUS and CV Gold Inc. (“CVG”), the wholly owned subsidiary of CGI, is the United States dollar (“U.S. dollar” or “US$”).

The accounting policies set out below have been applied consistently to all periods presented in these consolidated carve-out financial statements. These consolidated carve-out financial statements, including comparative information, have been prepared in accordance with IFRS that were published and effective as of December 31, 2024.

Carve-Out Consolidated Statements of Financial Position

The consolidated carve-out statements of financial position reflect the assets and liabilities recorded by the Parent which are to be assigned to the Company on the basis that they are specifically identifiable and attributable to the Company. The Company is presented as wholly reliant on the Parent for cash funding as was the case in the periods presented.

Carve-Out Consolidated Statements of Loss and Comprehensive Loss

Page 11 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Basis of preparation (continued)

Carve-Out Consolidated Statements of Loss and Comprehensive Loss (continued)

comprehensive loss include all exploration and evaluation costs incurred with respect to the Tuscarora District assets (Tuscarora and Danny Boy projects) for the periods presented.

Other items

The preparation of carve-out financial statements requires management to make significant estimates and judgments with respect to activities and expenditures undertaken by the Company. Management cautions readers of the consolidated carve-out financial statements that the Company's results do not necessarily reflect what the results of the operations, financial position, or cash flows would have been as a standalone entity. Further, the allocation of income and expense in these carve-out statements of loss and comprehensive loss does not necessarily reflect the nature and level of the Company's future income and operating expenses. Net parent investment, presented as equity in these carve-out financial statements, includes the accumulated total loss and comprehensive loss of the Company.

Basis of consolidation

These consolidated carve-out financial statements comprise the accounts of the following entities:

APM US, a company incorporated under the laws of Nevada (ownership – December 31, 2024 – 100% and December 31, 2023 – 100%);
CGI, a company incorporated under the Business Corporations Act (British Columbia (ownership – December 31, 2024 –100% and December 31, 2023 – 100%); and
CVG, a company incorporated under the laws of Nevada (ownership – December 31, 2024 –100% and December 31, 2023 – 100%).

All entities have a reporting date of December 31.

Subsidiaries

A subsidiary is an entity over which the Company has power to govern the operating and financial policies in order to obtain benefits from its activities. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

Acquisitions and disposals

The results of entities acquired during the reporting period are brought into the consolidated carve-out financial statements from the date the control is transferred; the results of entities sold during the reporting period are included in the consolidated carve-out financial statements for the period up to the date the control is ceased. Gains or losses on disposal are calculated as the difference between the sale proceeds (net of expenses) and the net assets attributable to the interest which has been sold. Where a disposal represents a separate major line of business or geographical area of operations, the net results attributable to the disposed entity are shown separately in the statement of loss and comprehensive loss.

Critical accounting estimates

The information about significant areas of estimation uncertainty considered by management in preparing the consolidated carve-out financial statements are as follows:

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Critical accounting estimates (continued)

Carrying value and recoverability of exploration and evaluation assets

The carrying amount of Company's exploration and evaluation assets does not necessarily represent present or future values, and the Company's exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to commence and complete development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management's assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company's exploration and evaluation assets. Ownership in exploration and evaluation assets involves certain inherent risks, including geological, metal prices, operating costs, and permitting risks. Many of these risks are outside the Company's control. The ultimate recoverability of the amounts capitalized for the exploration and evaluation assets is dependent upon the delineation of economically recoverable ore reserves, obtaining the necessary financing to complete their development, obtaining the necessary permits to operate a mine, and realizing profitable production or proceeds from the disposition thereof. Management's estimates of recoverability of the Company's investment in its exploration and evaluation assets have been based on current and expected conditions. However, it is possible that changes could occur which could adversely affect management's estimates and may result in future write downs of exploration and evaluation assets carrying values.

Deferred Income taxes

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

Critical accounting judgments

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.

Functional currency

In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, management has determined that the functional currency of CGI is the Canadian dollar, as this represents the primary economic environment in which CGI operates. The functional currency of APMUS and CVG is the United States dollar, as this is the primary economic environment in which these entities operate.

Going concern

The preparation of these consolidated carve-out financial statements requires management to make judgments regarding the going concern of the Company as discussed in Note 1.

Page 13 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into a known amount of cash and which are subject to insignificant risk of changes in value, and net of bank overdrafts which are repayable on demand. As of December 31, 2024 and 2023, the Company did not have any cash equivalents.

Foreign exchange

Translation of foreign transactions and balances into the functional currency

Foreign currency transactions are translated into the functional currency of the underlying entity using appropriate average rates of exchange. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rate of exchange in effect at the end of each reporting period. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in profit or loss.

Translation of the functional currency into the presentation currency

The results of foreign operations which have a different functional currency than the Company are translated to Canadian dollars at appropriate average rates of exchange during the year and are included in other comprehensive income (loss). The assets and liabilities of foreign operations are translated to Canadian dollars at rates of exchange in effect at the end of the period. Gains or losses arising on translation of foreign operation's assets and liabilities to Canadian dollars at period end are recognized in accumulated other comprehensive income (loss) as a foreign currency translation adjustment. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

Share-based payments

The Company benefits from the Parent's stock option plan which allows employees, directors, officers and consultants to acquire the common shares of the Parent (the "APM Shares"). The fair value of options granted is recognized as share-based payment expense with a corresponding increase in reserves. An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.

Fair value is measured at grant date, and each tranche is recognized using the graded vesting method over the period during which the options vest. The fair value of the options granted is measured using the Black- Scholes option pricing model, taking into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the actual number of stock options that are expected to vest. In situations where equity instruments are issued to consultants and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at the fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.

Page 14 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Income taxes

Income tax is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at period end, adjusted for amendments to tax payable with regards to previous years.

Deferred tax is recorded using the liability method, providing for temporary differences, between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; the initial recognition of assets or liabilities that affect neither accounting or taxable loss; nor differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.

A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Additional income taxes that arise from the distribution of dividends are recognized at the same time as the liability to pay the related dividend. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Equipment

Equipment is initially recognized at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future costs of dismantling and removing items. The corresponding liability is recognized within provisions. All items of equipment are subsequently carried at depreciated cost less impairment losses, if any.

Depreciation is provided on all items of equipment to write off the carrying value of items over their expected useful economic lives. Depreciation is provided on a straight-line basis over the estimated useful lives of the equipment at the following annual rates:

Computer equipment - 30%

Material residual value estimates and estimates of useful life are updated as required, but at least annually.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset as appropriate, only when it's probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replacement part is derecognized. All other repairs and maintenance are charged to the consolidated carve-out statements of loss during the financial year in which they are incurred.

Exploration and evaluation assets

Exploration and evaluation assets include acquired mineral rights for mineral exploration properties held by the Company. The amount of consideration paid (in cash or share value) to acquire or maintain mineral rights is capitalized. The amounts shown for exploration and evaluation assets represent costs of acquisition, incurred to date, less recoveries, and do not necessarily reflect present or future values. These costs will be written off if the exploration and evaluation assets are abandoned or sold. Included in the cost of exploration and evaluation assets

Page 15 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Exploration and evaluation assets (continued)

is the cost of any estimated decommissioning liability. The Company has classified exploration and evaluation assets as intangible in nature.

At each reporting period the Company performs an analysis to determine whether any property has adequately demonstrated technical feasibility and economic viability in order to support transition from exploration to development phase. If a project has satisfied these criteria and management has decided to proceed with development, then the exploration project is tested for impairment and transferred to property and equipment. Subsequent expenditures on the property are capitalized. Once a project in development is available for use in the manner intended by the management of the Company it is transitioned to commercial production phase. At that time depletion of costs capitalized on project put into commercial production will be recorded using the unit-of-production method based upon reserves.

Exploration and evaluation costs

Exploration and evaluation costs, other than those described above, are expensed as incurred until such time as mineral reserves are proven or probable, permits to operate the mineral resource property are received and financing to complete development has been obtained. Following confirmation of mineral reserves, receipt of permits to commence mining operations and obtaining necessary financing, exploration and evaluation costs are capitalized as deferred development expenditures included within equipment.

Impairment of long-lived assets

At the end of each reporting period, the Company's assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm's length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Page 16 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Provision for environmental rehabilitation

The Company recognizes liabilities for statutory, contractual, constructive or legal obligations associated with the retirement of exploration and evaluation assets and equipment, when those obligations result from the acquisition, construction, development or normal operation of the assets. The net present value of future rehabilitation cost estimates arising from the decommissioning of plant and other site preparation work is capitalized to the related asset along with a corresponding increase in the rehabilitation provision in the period incurred. Discount rates using a pre-tax rate that reflect the time value of money are used to calculate the net present value. The rehabilitation asset is depreciated on the same basis as the related asset.

The Company's estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the rehabilitation provision. The Company's estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company's estimates of reclamation costs, are charged to profit and loss for the period.

Page 17 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Financial instruments

Financial assets

Classification and measurement

The Company classifies its financial assets in the following categories: at fair value through profit or loss ("FVTPL"), at fair value through other comprehensive income ("FVTOCI") or at amortized cost. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

The classification of debt instruments is driven by the business model for managing the financial assets and their contractual cash flow characteristics. Debt instruments are measured at amortized cost if the business model is to hold the instrument for collection of contractual cash flows and those cash flows are solely principal and interest. If the business model is not to hold the debt instrument, it is classified as FVTPL. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payments of principal and interest.

Equity instruments that are held for trading (including all equity derivative instruments) are classified as FVTPL, for other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument by-instrument basis) to designate them as at FVTOCI.

Financial assets at FVTPL – Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in the statement of loss and comprehensive loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges. As of December 31, 2024 and December 31, 2023, the Company has no financial assets classified as FVTPL.

Financial assets at FVTOCI – Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. As of December 31, 2024 and December 31, 2023, the Company has no financial assets classified as FVOCI.

Financial assets at amortized cost – Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. As of December 31, 2024 and December 31, 2023, the Company has classified its cash, amounts receivable and reclamation deposits as amortized cost.

Page 18 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Financial instruments (continued)

Financial assets (continued)

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the loss allowance for the financial asset is measured at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the loss allowance is measured for the financial asset at an amount equal to twelve month expected credit losses. For trade receivables the Company applies the simplified approach to providing for expected credit losses, which allows the use of a lifetime expected loss provision.

Impairment losses on financial assets carried at amortized cost are reversed in subsequent periods if the amount of the loss decreases and the decrease can be objectively related to an event occurring after the impairment was recognized.

Derecognition of financial assets

Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in the statement of loss and comprehensive loss. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income.

Financial liabilities

The Company classifies its financial liabilities into one of two categories as follows:

Fair value through profit or loss (FVTPL) – This category comprises derivatives and financial liabilities incurred principally for the purpose of selling or repurchasing in the near term. They are carried at fair value with changes in fair value recognized in profit or loss.

Amortized cost – This category consists of liabilities carried at amortized cost using the effective interest method. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire. As of December 31, 2024 and 2023, the Company has classified its accounts payable and accrued liabilities as other financial liabilities.

Refer to Note 10 for further disclosures.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

New accounting standards

New accounting standards issued and not yet effective

The IASB has issued IFRS 18, Presentation and Disclosure in Financial Statements, replacing IAS 1, Presentation of Financial Statements. IFRS 18 introduces revised requirements for presenting and disclosing financial information, with the objective of improving consistency and comparability across entities. The updates include the definition of subtotals in the statement of profit or loss, such as operating profit and profit before financing and income taxes. Furthermore, it requires the disclosure of management-defined performance measures (MPMs), which are subtotals not specified by IFRS but represent management's view of performance. In addition, IFRS 18 enhances the principles of aggregation and disaggregation to ensure that material information is not obscured. This new standard is effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted. The Company is currently assessing the potential impact of IFRS 18 on its financial statements, with the expectation that its adoption will enhance the quality and transparency of financial reporting.

3) EQUIPMENT

	December 31, 2024	December 31, 2023
		$
Computer equipment
Cost
Opening	3,721	3,803
Effect of movements on exchange rates	315	(82)
Closing	4,036	3,721
Accumulated Depreciation
Opening	(1,655)	(422)
Addition	(1,284)	(1,263)
Effect of movements on exchange rates	(200)	30
Closing	(3,139)	(1,655)
Net book value	897	2,066

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets

	Danny Boy	Tuscarora	Total
Balance as of December 31, 2022	-	4,513,968	4,513,968
Initial recognition	2,124,930	-	2,124,930
Acquisition costs	25,417	-	25,417
Claim and maintenance Fees	-	72,758	72,758
Effect of movements in exchange rate	(1,877)	(99,165)	(101,042)
Balance as of December 31, 2023	2,148,470	4,487,561	6,636,031
Acquisition costs	20,362	-	20,362
Claim and maintenance Fees	31,172	88,581	119,753
Effect of movements in exchange rate	12,323	384,506	396,829
Balance as of December 31, 2024	2,212,327	4,960,648	7,172,975

Exploration and evaluation costs

	Danny Boy $	Tuscarora $	TOTAL $
During the year ended December 31, 2024
Consulting	24,021	32,972	56,993
Field	-	3,407	3,407
Field office administration	-	6,114	6,114
Geological	11,185	16,483	27,668
Royalty payments	-	98,749	98,749
Sample analysis	182	1,014	1,196
Travel	-	573	573
	35,388	159,312	194,700
During the year ended December 31, 2023
---	---	---	---
Consulting	55,514	46,183	101,697
Field	79	5,869	5,948
Field office administration	-	2,340	2,340
Geological	13,963	12,215	26,178
Royalty payments	-	75,586	75,586
Sample analysis	23,416	3,585	27,001
Transportation	-	455	455
Travel	10,637	5,360	15,997
	103,609	151,593	255,202

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many exploration and evaluation assets. The Company has investigated title to all of its exploration and evaluation assets, and, to the best of its knowledge, title to all of its properties, are properly registered and in good standing.

Danny Boy Mine Property (Nevada, USA)

In connection with the acquisition of CGI (Note 1), the Company acquired the Danny Boy Mine Property which included the Danny Boy Claims and the Lappin Project.

For the Danny Boy Claims, under the option agreement entered with NewQuest, CGI has the option to acquire a 100% interest in the claims by:

issuing 500,000 common shares of the Company to NewQuest on or before August 11, 2023 (issued by CGI prior to the CGI Acquisition); and
making a cash payment of US$4,000,000 to NewQuest on completion of a pre-feasibility study.

Upon commencement of commercial production, the Company is required to pay a royalty on production equal to 1.5% of NSR, of which 0.5% the Company may buy back for US$500,000.

In addition, pursuant to the assignment agreement entered with NQ Holdings Inc., CGI has granted a lease right for the Lappin Project until April 14, 2032. To maintain the lease right, CGI has to make the following annual minimum payments to Lappin LLC (the "Lappin Annual Payments"):

US$12,500 on or before April 15, 2023 (paid by CGI prior to the CGI Acquisition);
US$15,000 on or before April 15, 2024 (paid);
US$20,000 on or before April 15, 2025; (paid subsequent to December 31, 2024); and
US$30,000 on or before April 15, 2026, and each year until April 14, 2032.

CGI is also required to incur a total work commitment of US$350,000, of which US$100,000 and US$250,000 should be incurred on or before April 15, 2025 (incurred subsequent to December 31, 2024) and April 15, 2028, respectively.

The Company also has an option to acquire a 100% interest in Lappin by making a US$500,000 payment minus any Lappin Annual Payment which had been made previously to Lappin LLC.

Upon commencement of commercial production, the Company is required to pay a royalty on production equal to 3% of NSR, of which 1% the Company may buy back for US$1,000,000 and another 1% may buy back for US$2,000,000 at any time.

In addition, the Company is required to pay annual claim maintenance fees for the Danny Boy Mine Property. The Company has made the required annual claim maintenance fees to date for the Danny Boy Mine Project.

Page 22 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Tuscarora Project (Nevada, US)

On November 6, 2017, the Company entered into an option agreement (the “Tuscarora Option Agreement”) with Novo Resources Corp. The Tuscarora Option Agreement was amended on December 18, 2019 (the “Amended Tuscarora Option Agreement”). Pursuant to the Tuscarora Option Agreement, Novo Resources Corp. will grant the Company the exclusive right and option to acquire a 100% right, title, and interest in and to the Tuscarora Project (the “Tuscarora Option”).

Pursuant to the Amended Tuscarora Option Agreement, the Company:

a) made $400,000 in cash payments to Novo Resources Corp.; and
b) issued 266,667 common shares of the Company to Novo Resources Corp.

In addition, to earn the Tuscarora Option, the Company will have to incur US$100,000 in expenditures on the property annually, starting on the twelve-month period commencing on the first anniversary of the listing date and per each successive twelve-month period thereafter.

The property is subject to Net Smelter Returns (the “NSR”) royalties of 0.5% which may be reduced to nil (0%) by paying US$500,000.

In addition, the Company is also required to make the following payments to Ely Gold Royalties (“Ely Gold”), the owner of the Tuscarora Project:

a) Annual minimum royalty payments

On or before:	US$
November 7, 2018	4,000	Paid
November 7, 2019	4,000	Paid
November 7, 2020	4,000	Paid
November 7, 2021	8,000	Paid
November 7, 2022	8,000	Paid
November 7, 2023	8,000	Paid
November 7, 2024	8,000	Paid
November 7, 2025	8,000	Paid subsequent to December 31, 2024
November 7, 2026 and each succeeding anniversary	12,000

b) Production royalty based on the NSR from the production and sale of minerals from the Tuscarora Project. The royalty percentage rate for precious metals is based on the average daily price per troy ounce of gold during the period of production of minerals from the Tuscarora Project for which the royalty is payable as follows:

less than or equal to $1,500
Two percent (2%)
greater than $1,500 but less than or equal to $2,000
Three percent (3%)
greater than $2,000
Four percent (4%)

The royalty percentage which will apply for all other minerals produced is 2.5% of the NSR.

In addition, the Company is required to pay annual claim maintenance fees for the Tuscarora Project. The Company has made the required annual claim maintenance fees to date for the Tuscarora Project.

Page 23 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Tuscarora Project (Nevada, US) (continued)

Lease assignment agreement with Ubica Gold Corp. ("Ubica")

On September 15, 2021, the Company entered into a lease assignment agreement with Ubica Gold Corp. ("Ubica") (the "Ubica Agreement"). Pursuant to the terms of the Ubica Agreement, the Company issued 3,700,000 common shares with fair value of $3,293,000 (the "Ubica Payment Shares") and paid $800,000 in cash to Ubica on September 15, 2021 to acquire claims at Tuscarora. The Ubica Payment Shares are subject to voluntary hold periods, with 25% of the Ubica Payment Shares released on September 15, 2021 and an additional 25% released every 6 months thereafter until all Ubica Payment Shares have been released.

The Ubica Agreement consists of three sublease agreements:

The RS Agreement: An agreement between Ubica and RS Gold, LLC.
The Tigerman Agreement: An agreement between Ubica and Timothy Tigerman, which was not renewed for the year ended December 31, 2023.
The Rose Hill Agreement: An agreement between Ubica and Jerry K. and Lori L. Fogle, Debra L. Jacob, and Lanny and Pamela M. Morrison (collectively, the "RH Lessors").

(collectively, the "Ubica Sublease Agreements")

Pursuant to the Ubica Agreement, the Company is responsible for making the payments which are due on or after September 15, 2021 under the Ubica Sublease Agreements.

RS Agreement

The initial term (the "RS Initial Term") of the RS Agreement is 20 years from April 23, 2019, the date which the RS Agreement was signed. Ubica has the option to extend the RS Agreement for an additional 20 years (the "RS Renewal Term").

Pursuant to the RS Agreement, the Company will make the following payments:

Advanced royalty payment

US$20,000 on or before April 23, 2022 (paid);
US$30,000 on or before April 23, 2023 (paid);
US$40,000 on or before April 23, 2024 (paid); and
US$50,000 on or before April 23, 2025 (paid subsequent to December 31, 2024) and each anniversary thereafter through the initial term and any renewal or extension thereof.

The annual work commitment required pursuant to RS Agreement had been fulfilled by Ubica.

The RS Agreement is subject to a 3% NSR. During the RS Initial Term and the RS Renewal Term, Ubica has the option to purchase up to a 2% NSR of the total 3% NSR for US$1,000,000 per each 1% NSR.

Page 24 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Tuscarora Project (Nevada, US) (continued)

Lease assignment agreement with Ubica Gold Corp. ("Ubica") (continued)

Rose Hill Agreement

The initial term (the "RH Initial Term") of the Rose Hill Agreement is 10 years from June 30, 2021, the date which the Rose Hill Agreement was signed. Ubica has the option to extend the Rose Hill Agreement for an additional 10 years (the "RH Renewal Term").

Pursuant to the Rose Hill Agreement, the Company will make the following payments:

Advance royalty payment

US$6,000 on June 30, 2021 (paid);
US$12,000 on or before June 30, 2022 (paid);
US$18,000 on or before June 30, 2023 (paid);
US$24,000 on or before June 30, 2024 (paid); and
US$36,000 on or before June 30, 2025 (paid subsequent to December 31, 2024) and each anniversary thereafter through the initial term and any renewal or extension thereof.

Annual work commitment

US$30,000 during the first year from the RH Initial Term (fulfilled);
US$80,000 during the second year from the RH Initial Term (fulfilled); and
US$100,000 during the third year from the RH Initial Term (fulfilled).

The Rose Hill Agreement is subject to a 3% NSR. During the RH Initial Term and the RH Renewal Term, Ubica has the option to purchase up to a 2% NSR of the total 3% NSR for US$1,000,000 per each 1% NSR.

As of December 31, 2024, the Company has reclamation deposits of $28,743 (US$20,000) (December 31, 2023 – $26,493 (US$20,000)) as collateral on the Tuscarora Project.

5) NET PARENT INVESTMENT

Net parent investment represents the accumulated net contributions from the Parent and the portion of operating costs, including share-based payments, allocated to the Company (the "Allocated Overheads"). The portion of the Allocated Overheads was determined based on the degree of support provided by the Parent to the Company during the periods presented.

During the years ended December 31, 2024 and December 31, 2023, 2.4% and 1.7%, respectively, of the Allocated Overheads initially recognized by the Parent were allocated to the Company.

Net financing transactions with the Parent, as presented in the carve-out consolidated statements of cash flows, represent the net contributions related to the funding of operations between the Company and the Parent.

6) RESERVES

Reserves represent the carrying amount of the shareholders' equity of CGI as of the CGI Closing Date.

Page 25 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

7) RELATED PARTY TRANSACTIONS AND BALANCES

Parties are considered to be related when one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party's financial and operating decisions. Related parties may be individuals or corporate entities. The Company has identified its directors and officers as its key management personnel. Other related parties include companies in which key management personnel have control or significant influence.

During the years presented, the Company recognized the following expenses incurred with related parties that were initially recognized by the Parent and subsequently allocated to the Company.

	For the year ended
	December 31, 2024	December 31, 2023
	$	$
Consulting fees	11,029	8,369
Directors' fees	1,773	980
Professional fees	4,009	2,628
Share-based payments	-	23,520
Total	16,811	35,497

The cost allocation was determined based on the degree of involvement of the related parties in supporting the Company during the years presented.

8) SEGMENTED INFORMATION

The Company operates in one reportable segment, being the exploration and evaluation of mineral properties. All of the Company's non-current assets are located in the United States.

9) CAPITAL MANAGEMENT

The Company manages its capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of underlying assets. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue the acquisition and exploration of its exploration and evaluation assets. The Company is dependent on the funding from the Parent. Neither the Company nor the Parent is subject to any externally imposed capital restrictions.

Page 26 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

10) FINANCIAL INSTRUMENTS

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI.

Set out below are the Company’s financial assets and liabilities by category:

	December 31, 2024	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	529	-	529	-
Amounts receivable	132,039	-	132,039	-
Reclamation deposits	28,743	-	28,743	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	438	-	438	-
	December 31, 2023	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	26,160	-	26,160	-
Amounts receivable	146,160	-	146,160	-
Reclamation deposits	26,493	-	26,493	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	13,427	-	13,427	-

The carrying values of cash, amounts receivable, and accounts payable and accrued liabilities approximate their fair values due to the relatively short period to maturity of those financial instruments. Reclamation deposits approximately their fair value due to their liquidity.

As of December 31, 2024 and December 31, 2023, there were no financial assets or liabilities measured and recognized in the consolidated carve-out statement of financial position at fair value that would be categorized as Level 1, 2 and 3 in the fair value hierarchy above.

IFRS 13 establishes a fair value hierarchy that reflects the significance of inputs used in making fair value measurements as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: Inputs that are not based on observable market data.

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies.

Page 27 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

10) FINANCIAL INSTRUMENTS (CONTINUED)

Financial risk management

Credit risk

Credit risk refers to the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations. The Company's exposure to credit risk includes cash and amounts receivable.

The Company's cash are held at large financial institutions in Canada and the United States in interest-bearing accounts. The Company has no investments in asset-backed commercial paper.

The Company's maximum exposure to credit risk is the carrying value of its financial assets.

Management believes that the concentration of credit risk with respect to these financial instruments is remote. Cash held in Canada and the United States are accessible. The Company's amounts receivable balance are not subject to significant credit risk, as it relates to recoverable amounts from counterparties with a low risk of default.

Liquidity risk

Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments. The Company manages liquidity by maintaining adequate cash balances to meet liabilities as they become due.

As of December 31. 2024, the Company had cash of $529 and accounts payable and accrued liabilities of $438.

Market risk

The significant market risks to which the Company is exposed are interest rate risk, foreign currency risk, and price risk.

Interest Rate Risk

Interest rate risk is the risk that the fair value or the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company is not exposed to varying interest rates on cash. The Company has no interest-bearing debt.

Foreign Currency risk

The Company is exposed to currency risk to the extent that monetary assets and liabilities are held in currencies other than the functional currency of each entity. The Company has not entered into any foreign exchange contracts or other hedging arrangements to mitigate this risk.

Based on the carrying amounts of the Company's monetary assets and liabilities, management has determined that the Company is not subject to significant foreign currency risk.

Commodity price risk

The Company is exposed to price risk with respect to commodity prices. The Company's ability to raise capital to fund exploration and development activities may be subject to risks associated with fluctuations in the market price of commodities. The Company is not exposed to significant other price risk.

Page 28 of 29

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Consolidated Carve-Out Financial Statements

For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

11) INCOME TAXES

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

	December 31, 2024	December 31, 2023
	$	$
Loss for the year	(468,654)	(328,321)
Expected income tax recovery	(127,000)	(89,000)
Change in statutory, foreign tax, foreign exchange rates and other	(535,000)	(66,000)
Impact of asset acquisition	-	(29,000)
Adjustment to prior years provision versus statutory tax returns and expiry of non-capital losses	210,000	317,000
Change in unrecognized deductible temporary differences	452,000	(133,000)
Total income tax expense (recovery)	-	-

The significant components of the Company's temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:

	December 31, 2024	Expiry Range	December 31, 2023	Expiry Range
	$		$
Temporary Differences
Exploration and evaluation assets	4,350,000	No expiry date	3,579,000	No expiry date
Non-capital losses available for future period	5,717,000	2025 to 2044	4,357,000	2024 to 2043
United States	5,563,000	2030 to 2044	4,247,000	2030 to 2043
Canada	154,000	2025 and onwards	110,000	2024 and onwards

Tax attributes are subject to review and potential adjustment by tax authorities.

Page 29 of 29

American Pacific Mining (US) Inc.
And
Clearview Gold Inc.

CARVE-OUT MANAGEMENT DISCUSSION & ANALYSIS
(FORM 51-102F1)

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
AND
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(EXPRESSED IN CANADIAN DOLLARS)

BACKGROUND ... 3
FORWARD-LOOKING INFORMATION ... 3
COMPANY OVERVIEW ... 3
PROPOSED TRANSACTION ... 4
EXPLORATION AND EVALUATION ASSETS ... 4
QUALIFIED PERSON ... 9
SELECTED INFORMATION ... 9
RESULTS OF OPERATIONS ... 10
SUMMARY FINANCIAL INFORMATION ... 12
LIQUIDITY AND CAPITAL RESOURCES ... 12
RELATED PARTY TRANSACTIONS AND BALANCES ... 12
OFF-BALANCE SHEET ARRANGEMENTS ... 13
CRITICAL ACCOUNTING ESTIMATES ... 13
NEW ACCOUNTING STANDARDS ... 13
FINANCIAL INSTRUMENTS ... 14
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS ... 14
RISKS AND UNCERTAINTIES ... 14

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Carve-out Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

BACKGROUND

The purpose of this Management's Discussion and Analysis ("MD&A") is to provide readers with an overview of the historical financial performance and condition of American Pacific Mining (US) Inc. ("APMUS") and Clearview Gold Inc. ("CGI") (together, the "Company"). The Company is a wholly owned subsidiary group of American Pacific Mining Corp. ("APM" or the "Parent"). This MD&A is provided as a supplement to the consolidated carve-out financial statements and accompanying notes prepared in accordance with International Financial Reporting Standards ("IFRS") for the nine months ended September 30, 2025, and for the fiscal years ended December 31, 2024, and 2023. Readers are encouraged to review this MD&A alongside our unaudited condensed consolidated carve-out interim financial statements for the nine months ended September 30, 2025, as well as our audited consolidated carve-out financial statements for the fiscal years ended December 31, 2024, and 2023.

This MD&A is prepared as of January 16, 2026. All dollar amounts in this MD&A are expressed in thousands of Canadian dollars ("$ " or "CA$"), unless otherwise specified. United States dollars are referred to as "US$".

FORWARD-LOOKING INFORMATION

This discussion contains "forward-looking statements" that involve risks and uncertainties. Such information, although considered to be reasonable by the Company's management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made.

This MD&A may contain forward-looking statements that reflect the Company's current expectations and projections about its future results. When used in this MD&A, words such as "estimate", "intend", "expect", "anticipate" and similar expressions are intended to identify forward-looking statements, which, by their very nature, are not guarantees of the Company's future operational or financial performance, and are subject to risks and uncertainties and other factors that could cause the Company's actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this MD&A or as of the date otherwise specifically indicated herein.

Due to risks and uncertainties, including the risks and uncertainties identified above and elsewhere in this MD&A, actual events may differ materially from current expectations. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

COMPANY OVERVIEW

APM US and CV Gold Inc. ("CVG"), a wholly owned subsidiary of CGI, are corporations incorporated under the laws of the State of Nevada, and CGI is incorporated under the Business Corporations Act (British Columbia). The Company holds mineral exploration assets located in Nevada and has no operating revenues, as its activities are limited to the holding and advancement of exploration-stage properties.

On April 27, 2023, APM entered into a definitive agreement (the "CGI Agreement") with CGI to acquire all of the issued and outstanding common shares of CGI (the "CGI Acquisition"). The CGI Acquisition closed on May 17, 2023 (the "CGI Closing Date"). Under the terms of the CGI Agreement, APM paid $200,000 in cash and issued 11.5 million APM common shares as consideration.

Page 3 of 14

American Pacific Mining Corp.
Management's Discussion and Analysis
For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)

The Company's head office and registered office is located at Suite 910 – 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, Canada.

PROPOSED TRANSACTION

APM entered into an arrangement agreement with ICG Silver & Gold Ltd. ("ICG") on December 7, 2025, as amended January 12, 2026, to sell its Tuscarora District assets, comprising the Tuscarora and Danny Boy projects, through the sale of all issued and outstanding shares of CGI and APMUS. The transaction will be completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Prior to closing, all assets other than the Tuscarora District will be transferred out of CGI and APMUS such that ICG acquires only the Tuscarora and Danny Boy projects.

Completion of the transaction is subject to shareholder approval (two-thirds and majority-of-minority thresholds), court approval, regulatory approvals, and conditional approval of ICG's listing on the Canadian Securities Exchange ("CSE").

EXPLORATION AND EVALUATION ASSETS

The Tuscarora Project and the adjacent Danny Boy Mine Property (together, the "Tuscarora District") comprise a historically productive, high-grade epithermal gold-silver system located in northeastern Nevada. The district lies along the northern extension of the Carlin Trend, one of the most prolific gold belts in the United States, and has been the focus of multiple exploration campaigns by APM and prior operators. The combined land package covers approximately 8,000 acres and includes numerous high-grade vein targets with a history of bonanza-grade production.

The Tuscarora District hosts a classic low-sulfidation epithermal system characterized by high-grade quartz veins and stockwork mineralization. Historical production from the district exceeds 500,000 ounces of gold and 7.5 million ounces of silver, primarily from narrow, high-grade vein structures.

Key geological features include:

Multiple structurally controlled vein systems with demonstrated high-grade potential.
Historical drill results from prior operators, including intervals with multi-ounce gold grades.
A geological setting consistent with other high-grade epithermal systems in Nevada.

The Danny Boy Mine Property, located immediately adjacent to Tuscarora, shares the same structural and geological framework and has historically produced high-grade gold-silver mineralization.

Page 4 of 14

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

Following is the total acquisition costs capitalized as exploration and evaluation assets for the Danny Boy Mine Property and the Tuscarora Project:

	Danny Boy	Tuscarora	Total
Balance as of December 31, 2022	-	4,513,968	4,513,968
Initial recognition	2,124,930	-	2,124,930
Acquisition costs	25,417	-	25,417
Claim and maintenance Fees	-	72,758	72,758
Effect of movements in exchange rate	(1,877)	(99,165)	(101,042)
Balance as of December 31, 2023	2,148,470	4,487,561	6,636,031
Acquisition costs	20,362	-	20,362
Claim and maintenance Fees	31,172	88,581	119,753
Effect of movements in exchange rate	12,323	384,506	396,829
Balance as of December 31, 2024	2,212,327	4,960,648	7,172,975
Acquisition costs	27,811	-	27,811
Claim and maintenance Fees	31,183	88,604	119,787
Effect of movements in exchange rate	(36,865)	(153,966)	(190,831)
Balance as of September 30, 2025	2,234,456	4,895,286	7,129,742

Danny Boy Mine Property (Nevada, USA)

In connection with the acquisition of CGI (Note 1), the Company acquired the Danny Boy Mine Property which included the Danny Boy Claims and the Lappin Project.

For the Danny Boy Claims, under the option agreement entered with NewQuest, CGI has the option to acquire a 100% interest in the claims by:

issuing 500,000 common shares of the Company to NewQuest on or before August 11, 2023 (issued by CGI prior to the CGI Acquisition); and
making a cash payment of US$4,000,000 to NewQuest on completion of a pre-feasibility study.

Upon commencement of commercial production, the Company is required to pay a royalty on production equal to 1.5% of NSR, of which 0.5% the Company may buy back for US$500,000.

US$12,500 on or before April 15, 2023 (paid by CGI prior to the CGI Acquisition);
US$15,000 on or before April 15, 2024 (paid);
US$20,000 on or before April 15, 2025; (paid); and
US$30,000 on or before April 15, 2026, and each year until April 14, 2032.

CGI is also required to incur a total work commitment of US$350,000, of which US$100,000 and US$250,000 should be incurred on or before April 15, 2025 (incurred) and April 15, 2028, respectively.

The Company also has an option to acquire a 100% interest in Lappin by making a US$500,000 payment minus any Lappin Annual Payment which had been made previously to Lappin LLC.

Page 5 of 14

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

During the nine months ended September 30, 2025 and years ended December 31, 2024, and 2023, the Company incurred the following exploration and evaluation costs on the Danny Boy Mine Property:

	For the nine months ended September 30, 2025	For the year ended December 31, 2024	For the year ended December 31, 2023
	$	$	$
Consulting	32,512	24,021	55,514
Field	-	-	79
Geological	8,929	11,185	13,963
Sample analysis	-	182	23,416
Travel	-	-	10,637
	41,441	35,388	103,609

Tuscarora Project (Nevada, USA)

On November 6, 2017, the Company entered into an option agreement (the "Tuscarora Option Agreement") with Novo Resources Corp. The Tuscarora Option Agreement was amended on December 18, 2019 (the "Amended Tuscarora Option Agreement"). Pursuant to the Tuscarora Option Agreement, Novo Resources Corp. will grant the Company the exclusive right and option to acquire a 100% right, title, and interest in and to the Tuscarora Project (the "Tuscarora Option").

Pursuant to the Amended Tuscarora Option Agreement, the Company:

a) made $400,000 in cash payments to Novo Resources Corp.; and
b) issued 266,667 common shares of the Company to Novo Resources Corp.

The property is subject to Net Smelter Returns (the "NSR") royalties of 0.5% which may be reduced to nil (0%) by paying US$500,000.

Page 6 of 14

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

In addition, the Company is also required to make the following payments to Ely Gold Royalties ("Ely Gold"), the owner of the Tuscarora Project:

a) Annual minimum royalty payments

On or before:	US$
November 7, 2018	4,000	Paid
November 7, 2019	4,000	Paid
November 7, 2020	4,000	Paid
November 7, 2021	8,000	Paid
November 7, 2022	8,000	Paid
November 7, 2023	8,000	Paid
November 7, 2024	8,000	Paid
November 7, 2025	8,000	Paid
November 7, 2026 and each succeeding anniversary	12,000

less than or equal to $1,500
Two percent (2%)
greater than $1,500 but less than or equal to $2,000
Three percent (3%)
greater than $2,000
Four percent (4%)

The royalty percentage which will apply for all other minerals produced is 2.5% of the NSR.

In addition, the Company is required to pay annual claim maintenance fees for the Tuscarora Project. The Company has made the required annual claim maintenance fees to date for the Tuscarora Project.

Lease assignment agreement with Ubica Gold Corp. ("Ubica")

The Ubica Agreement consists of three sublease agreements:

The RS Agreement: An agreement between Ubica and RS Gold, LLC.
The Tigerman Agreement: An agreement between Ubica and Timothy Tigerman, which was not renewed for the year ended December 31, 2023.
The Rose Hill Agreement: An agreement between Ubica and Jerry K. and Lori L. Fogle, Debra L. Jacob, and Lanny and Pamela M. Morrison (collectively, the "RH Lessors").

(collectively, the "Ubica Sublease Agreements")

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

Pursuant to the Ubica Agreement, the Company is responsible for making the payments which are due on or after September 15, 2021 under the Ubica Sublease Agreements.

RS Agreement

Pursuant to the RS Agreement, the Company will make the following payments:

Advanced royalty payment

US$20,000 on or before April 23, 2022 (paid);
US$30,000 on or before April 23, 2023 (paid);
US$40,000 on or before April 23, 2024 (paid); and
US$50,000 on or before April 23, 2025 (paid) and each anniversary thereafter through the initial term and any renewal or extension thereof.

The annual work commitment required pursuant to RS Agreement had been fulfilled by Ubica.

The RS Agreement is subject to a 3% NSR. During the RS Initial Term and the RS Renewal Term, Ubica has the option to purchase up to a 2% NSR of the total 3% NSR for US$1,000,000 per each 1% NSR.

Rose Hill Agreement

Pursuant to the Rose Hill Agreement, the Company will make the following payments:

Advance royalty payment

US$6,000 on June 30, 2021 (paid);
US$12,000 on or before June 30, 2022 (paid);
US$18,000 on or before June 30, 2023 (paid);
US$24,000 on or before June 30, 2024 (paid); and
US$36,000 on or before June 30, 2025 (paid) and each anniversary thereafter through the initial term and any renewal or extension thereof.

Annual work commitment

US$30,000 during the first year from the RH Initial Term (fulfilled);
US$80,000 during the second year from the RH Initial Term (fulfilled); and
US$100,000 during the third year from the RH Initial Term (fulfilled).

Page 8 of 14

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

As of September 30, 2025, the Company has reclamation deposits of $27,833 (US$20,000) (December 31, 2024 – $28,743 (US$20,000); December 31, 2023 – $26,493 (US$20,000)) as collateral on the Tuscarora Project.

During the nine months ended September 30, 2025 and years ended December 31, 2024, and 2023, the Company incurred following exploration and evaluation costs on the Tuscarora Project:

	For the nine months ended September 30, 2025	For the year ended December 31, 2024	For the year ended December 31, 2023
	$	$	$
Consulting	22,555	32,972	46,183
Equipment rental	2,164	-	-
Field	630	3,407	5,869
Field office administration	4,320	6,114	2,340
Geological	22,191	16,483	12,215
Royalty payments	120,361	98,749	75,586
Sample analysis	-	1,014	3,585
Transportation	-	-	455
Travel	1,560	573	5,360
	173,781	159,312	151,593

QUALIFIED PERSON

Eric Saderholm, P.Geo. and Philip Mulholland, P.Geo. are the designated Qualified Persons (QP) under National Instrument 43-101 (NI 43-101), who have reviewed and approved the technical information disclosed in this MD&A.

SELECTED INFORMATION

	For the nine months ended September 30, 2025	For the year ended December 31, 2024	For the year ended December 31, 2023
	$	$	$
Operating expenses	(332,058)	(468,654)	(328,321)
Net (loss) income	(332,058)	(468,654)	(328,321)
Comprehensive (loss) income	(549,059)	87,783	(479,728)
As at	September 30, 2025	December 31, 2024	December 31, 2023
	$	$	$
Working capital	124,151	132,130	158,893
Total assets	7,285,090	7,335,183	6,836,910
Total liabilities	3,364	438	13,427
Net parent investment	14,208,919	13,712,879	13,289,400
Deficit	(7,077,529)	(6,745,471)	(6,276,817)

The carve-out statements of loss and comprehensive loss include the operating results of the Company as well as a pro-rata allocation of the Parent's expenses ("Allocated Overheads") for each period presented, determined based on the Parent's level of involvement with the Company during those periods. For the nine months ended September 30, 2025, and for the years ended December 31, 2024 and December 31, 2023, $2.2\%$, $2.4\%$, and $1.7\%$, respectively,

Page 9 of 14

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

of the Allocated Overheads initially recognized by the Parent were attributed to the Company. Management considers these allocation percentages reasonable under the circumstances.

Total assets primarily relate to the accumulated capitalized acquisition costs of the Company's exploration and evaluation assets.

Net parent investment represents the accumulated net contributions from the Parent and the portion of operating costs — including share-based payments — allocated to the Company. The portion of Allocated Overheads was determined based on the degree of support provided by the Parent during the periods presented.

RESULTS OF OPERATIONS

The Company remains in the exploration stage and does not generate revenue from operations. A breakdown of operating costs incurred during the periods presented is provided below.

	For the three months ended
	September 30, 2025	September 30, 2024	Change
Expenses (income)
Consulting fees	1,383	606	777
Depreciation	214	319	(105)
Exploration and evaluation costs	44,135	18,317	25,818
Finance costs	22	-	22
	(234,372)	5,618
Foreign exchange (gain) loss			(239,990)
General and administrative expenses	8,651	6,457	2,194
Directors' fees	401	49	352
Professional fees	14,442	12,138	2,304
Travel	447	326	121
Total	(164,677)	43,830	(208,507)

During the three months ended September 30, 2025 and 2024, the Company incurred operating costs of $(164,677)$ and $43,830$, respectively. Of these amounts, $4,020$ and $1,857$ represented Allocated Overheads, determined based on the Parent's level of involvement with the Company during each period.

For details regarding exploration and evaluation costs, refer to the section titled "Exploration and Evaluation Assets."

Foreign exchange (gain) loss primarily reflects the impact of translating the Company's US-dollar-denominated financial assets and liabilities into Canadian dollars.

Page 10 of 14

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

	For the nine months ended
	September 30, 2025	September 30, 2024	Change
Expenses (income)
Consulting fees^	6,928	10,107	(3,179)
Depreciation	873	955	(82)
Exploration and evaluation costs	215,222	170,831	44,391
Finance costs	110	-	110
Foreign exchange loss (gain)	(36,984)	47,162	(84,146)
General and administrative expenses	22,011	22,616	(605)
Directors' fees^	1,998	1,358	640
Professional fees^	116,497	66,598	49,899
Transfer agent, regulatory and filing fees	2,219	883	1,336
Travel	3,184	2,571	613
Total	332,058	323,081	8,977

Refer to the section titled "Related Party Transactions and Balances"

During the nine months ended September 30, 2025 and 2024, the Company incurred operating costs of $332,058 and $323,081, respectively. Of these amounts, $22,753 and $27,064 represented Allocated Overheads, determined based on the Parent's level of involvement with the Company during each period.

For details regarding exploration and evaluation costs, refer to the section titled "Exploration and Evaluation Assets."

Foreign exchange (gain) loss primarily reflects the impact of translating the Company's US-dollar-denominated financial assets and liabilities into Canadian dollars.

	For the year ended
	December 31, 2024	December 31, 2023	Change
Expenses (income)
Consulting fees^	11,985	8,369	3,616
Depreciation	1,284	1,263	21
Exploration and evaluation costs	194,700	255,202	(60,502)
Foreign exchange loss (gain)	132,241	(53,222)	185,463
General and administrative expenses	30,175	49,508	(19,333)
Directors' fees^	1,773	980	793
Professional fees^	90,934	33,751	57,183
Share-based payments^	232	25,881	(25,649)
Transfer agent, regulatory and filing fees	891	1,249	(358)
Travel	4,439	5,340	(901)
Total	468,654	328,321	140,333

Refer to the section titled "Related Party Transactions and Balances"

During the years ended December 31, 2024 and 2023, the Company incurred operating costs of $468,654 and $328,321, respectively. Of these amounts, $34,566 and $48,397 represented Allocated Overheads, determined based on the Parent's level of involvement with the Company during each period.

Page 11 of 14

American Pacific Mining Corp.

Management's Discussion and Analysis

For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023

(Expressed in Canadian Dollars)

For details regarding exploration and evaluation costs, refer to the section titled "Exploration and Evaluation Assets."

Foreign exchange (gain) loss primarily reflects the impact of translating the Company's US-dollar-denominated financial assets and liabilities into Canadian dollars.

SUMMARY FINANCIAL INFORMATION

This MD&A represents the Company's first publication as a reporting issuer. As the Company has not previously prepared quarterly financial information, historical quarterly data has not been included.

LIQUIDITY AND CAPITAL RESOURCES

The Company is an exploration-stage entity that has not generated operating revenues and has relied primarily on funding from the Parent to support its activities.

During the nine months ended September 30, 2025 and 2024, the Company incurred cash outflows from operating activities of $347,655 and $262,815, respectively, and cash outflows from investing activities of $147,598 and $108,943, respectively. Cash used in investing activities primarily related to acquisition costs associated with exploration and evaluation assets. To support these operating and investing cash requirements, the Company received funding from the Parent totaling $496,040 and $345,604 during the nine months ended September 30, 2025 and 2024, respectively.

During the years ended December 31, 2024 and 2023, the Company incurred cash outflows from operating activities of $309,659 and $455,868, respectively, and cash outflows from investing activities of $140,115 and $98,175, respectively. Cash used in investing activities primarily related to acquisition costs associated with exploration and evaluation assets. To support these operating and investing cash requirements, the Company received funding from the Parent totaling $423,247 and $580,203 during the years ended December 31, 2024 and 2023, respectively.

RELATED PARTY TRANSACTIONS AND BALANCES

The Company recognized the following expenses incurred with related parties that were initially recognized by the Parent and subsequently allocated to the Company.

	For the nine months ended
	September 30, 2025	September 30, 2024
	$	$
Consulting fees	6,785	9,151
Directors' fees	1,998	1,358
Professional fees	2,862	3,032
Total	11,645	13,541

American Pacific Mining Corp.
Management's Discussion and Analysis
For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)

	For the year ended
	December 31, 2024
$	December 31, 2023
$
Consulting fees	11,029	8,369
Directors' fees	1,773	980
Professional fees	4,009	2,628
Share-based payments	-	23,520
Total	16,811	35,497

The cost allocation was determined based on the degree of involvement of the related parties in supporting the Company during the periods presented.

As of September 30, 2025, December 31, 2024, and December 31, 2023, total investment from the Parent amounted to $14,208,919, $13,712,879, and $13,289,400, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

CRITICAL ACCOUNTING ESTIMATES

These financial statements, including the comparative information, have been prepared in accordance with accounting policies consistent with IFRS as issued by the International Accounting Standards Board ("IASB") and the interpretations of the International Financial Reporting Interpretations Committee ("IFRIC"). The financial statements have been prepared on a historical cost basis, except for financial instruments classified as fair value through profit or loss, which are measured at fair value.

The unaudited condensed consolidated carve-out interim financial statements for the nine months ended September 30, 2025, and the audited consolidated carve-out financial statements for the years ended December 31, 2024 and 2023, have been prepared using the accrual basis of accounting, except for cash flow information. Additional details regarding critical accounting estimates and judgments are provided in Note 2 to the audited consolidated carve-out financial statements for the years ended December 31, 2024 and 2023.

NEW ACCOUNTING STANDARDS

The IASB has issued IFRS 18, Presentation and Disclosure in Financial Statements, replacing IAS 1, Presentation of Financial Statements. IFRS 18 introduces revised requirements for presenting and disclosing financial information, with the objective of improving consistency and comparability across entities. The updates include the definition of subtotals in the statement of profit or loss, such as operating profit and profit before financing and income taxes. Furthermore, it requires the disclosure of management-defined performance measures (MPMs), which are subtotals not specified by IFRS but represent management's view of performance. In addition, IFRS 18 enhances the principles of aggregation and disaggregation to ensure that material information is not obscured. This new standard is effective for annual reporting periods beginning on or after January 1, 2027, with early application permitted. The Company is currently evaluating the potential effects of IFRS 18 on its financial statements. Although the adoption of IFRS 18 is expected to improve the presentation and disclosure of financial information, it is not anticipated to have a material impact on the Company's financial position or performance.

Page 13 of 14

American Pacific Mining Corp.
Management's Discussion and Analysis
For the Nine Months Ended September 30, 2025 and For the Years Ended December 31, 2024 and 2023
(Expressed in Canadian Dollars)

FINANCIAL INSTRUMENTS

In the normal course of business, the Company is inherently exposed to certain financial risks, including market risk, credit risk and liquidity risk, through the use of financial instruments. The timeframe and manner in which the Company manages these risks varies based upon management's assessment of the risk and available alternatives for mitigating risk. The Company does not acquire or issue derivative financial instruments for trading or speculative purposes. All transactions undertaken are to support the Company's operations. These financial risks and the Company's exposure to these risks are provided in various tables in note 10 of our unaudited condensed consolidated carve-out interim financial statements for the nine months ended September 30, 2025, and the audited consolidated carve-out financial statements for the years ended December 31, 2024 and 2023. For a discussion on the significant assumptions made in determining the fair value of financial instruments, refer also to note 2 of the audited consolidated carve-out financial statements for the years ended December 31, 2024 and 2023.

MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS

Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

RISKS AND UNCERTAINTIES

The Company faces a variety of risk factors that could affect the performance of the Company's business and results of operations. Management monitors its activities and those factors that could impact them in order to manage risk and make timely decisions. Risks and uncertainties considered material in assessing the carve-out financial statements for the Company are described below.

Liquidity Concerns and Additional Future Financing Requirements.

The Company has relied on equity subscriptions to meet its capital requirements and will likely continue to depend on such financing to support its activities. The Company may require additional capital and operating expenditures in connection with the advancement of the Danny Boy Mine Property and the Tuscarora Project, as well as for general working capital purposes. There can be no assurance that the Company will be able to obtain the necessary financing as and when required. Volatile market conditions may limit or prevent the Company from securing debt or equity financing on favourable terms, or at all. Failure to obtain additional financing on a timely basis may result in delays or reductions in the Company's development plans, the forfeiture of rights to certain properties, or the curtailment or cessation of some or all of its activities.

No Revenues

To date, the Company has not generated any revenues from operations. There can be no assurance that the Company will have sufficient capital resources to continue as a going concern, that significant losses will not occur in the near term, or that the Danny Boy Mine Property or the Tuscarora Project will ultimately achieve profitability. The Company expects to continue incurring losses from exploration and evaluation activities unless and until such time as these projects enter commercial production and generate sufficient revenues to support ongoing operations. The development of the Danny Boy Mine Property and the Tuscarora Project will require the continued commitment of substantial financial resources. There can be no assurance that either project will continue as a going concern, generate revenues, or achieve profitability.

Page 14 of 14

American Pacific Mining (US) Inc.
And
Clearview Gold Inc.

CONDENSED CONSOLIDATED CARVE-OUT INTERIM FINANCIAL STATEMENTS

For the Nine Months ended September 30, 2025

(Expressed in Canadian Dollars)

Condensed Consolidated Carve-out Interim Statements of Financial Position (unaudited) ... 3
Condensed Consolidated Carve-out Interim Statements of Loss and Comprehensive Loss (unaudited) ... 4
Condensed Consolidated Carve-out Interim Statements of Changes in Shareholders’ Equity (unaudited) ... 5
Condensed Consolidated Carve-out Interim Statements of Cash Flows (unaudited) ... 6
Notes to the Consolidated Condensed Carve-Out Interim Financial Statements (unaudited) ... 7
1) Corporate information and continuance of operations ... 7
2) Material accounting policy information and basis of preparation ... 8
3) Equipment ... 16
4) Exploration and evaluation assets ... 16
5) Net parent investment ... 21
6) Reserves ... 21
7) Related party transactions and balances ... 21
8) Segmented information ... 21
9) Capital management ... 22
10) Financial instruments ... 22

American Pacific Mining (US) Inc. and Clearview Gold Inc.
Condensed Consolidated Carve-out Interim Statements of Financial Position (unaudited)
(Expressed in Canadian Dollars)

| | As at
Note(s) | September 30, 2025
$ | December 31, 2024
$ |
| --- | --- | --- | --- |
| ASSETS | | | |
| Current assets | | | |
| Cash | | 1,301 | 529 |
| Amounts receivable | | 126,214 | 132,039 |
| | | 127,515 | 132,568 |
| Non-current assets | | | |
| Reclamation deposits | 4 | 27,833 | 28,743 |
| Equipment | 3 | - | 897 |
| Exploration and evaluation assets | 4 | 7,129,742 | 7,172,975 |
| | | 7,157,575 | 7,202,615 |
| TOTAL ASSETS | | 7,285,090 | 7,335,183 |
| LIABILITIES | | | |
| Current liabilities | | | |
| Accounts payable and accrued liabilities | | 3,364 | 438 |
| TOTAL LIABILITIES | | 3,364 | 438 |
| EQUITY | | | |
| Net parent investment | 5 | 14,208,918 | 13,712,879 |
| Reserves | 6 | 236,595 | 236,595 |
| Accumulated deficit | | (7,077,529) | (6,745,471) |
| Accumulated other comprehensive income (loss) | | (86,258) | 130,742 |
| TOTAL SHAREHOLDERS' EQUITY | | 7,281,726 | 7,334,745 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | | 7,285,090 | 7,335,183 |
| Corporate information and continuance of operations | 1 | | |
| Commitments | 4 | | |
| Segmented information | 8 | | |
| Subsequent events | 1 | | |

These unaudited condensed consolidated carve-out interim financial statements were approved for issue by the Board of Directors and signed on its behalf by:

/s/ Warwick Smith Director
/s/ Ali Hakimzadeh Director

See accompanying notes to these unaudited consolidated condensed carve-out interim financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Condensed Consolidated Carve-out Interim Statements of Income (Loss) and Comprehensive Income (Loss)

(unaudited)

(Expressed in Canadian Dollars)

	For the three months ended			For the nine months ended
	Note(s)	September 30, 2025	September 30, 2024	September 30, 2025	September 30, 2024
Expenses
Consulting fees	7	1,383	606	6,928	10,107
Depreciation	3	214	319	873	955
Exploration and evaluation costs	4	44,135	18,317	215,222	170,831
Finance costs		22	-	110	-
Foreign exchange (gain) loss		(234,372)	5,618	(36,984)	47,162
General and administrative expenses		8,651	6,457	22,011	22,616
Directors' fees	7	401	49	1,998	1,358
Professional fees	7	14,442	12,138	116,497	66,598
Transfer agent, regulatory and filing fees		-	-	2,219	883
Travel		447	326	3,184	2,571
Total expenses		164,677	(43,830)	(332,058)	(323,081)
Income (Loss)		164,677	(43,830)	(332,058)	(323,081)
Other comprehensive income (loss)
Items that may be reclassified subsequently to profit or loss:
Foreign currency translation differences for foreign operations		125,998	(83,446)	(217,001)	141,279
Income (loss) and comprehensive income (loss)		290,675	(127,276)	(549,059)	(181,802)

See accompanying notes to these unaudited consolidated condensed carve-out interim financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Condensed Consolidated Carve-out Interim Statements of Changes in Shareholders' Equity (unaudited)

(Expressed in Canadian Dollars)

	Net parent investment $	Reserves $	Accumulated deficit $	Accumulated other comprehensive income (loss) $	Total $
Balance as of December 31, 2024	13,712,879	236,595	(6,745,471)	130,742	7,334,745
Funding provided by American Pacific Mining Corp.	496,040	-	-	-	496,040
Loss	-	-	(332,058)	-	(332,058)
Other comprehensive loss	-	-	-	(217,001)	(217,001)
Balance as of September 30, 2025	14,208,919	236,595	(7,077,529)	(86,259)	7,281,726
Balance as of December 31, 2023	13,289,400	236,595	(6,276,817)	(425,695)	6,823,483
Funding provided by American Pacific Mining Corp.	345,604				345,604
Loss			(323,081)		(323,081)
Other comprehensive income				141,279	141,279
Balance as of September 30, 2024	13,635,004	236,595	(6,599,898)	(284,416)	6,987,285

See accompanying notes to these unaudited consolidated condensed carve-out interim financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.
Condensed Consolidated Carve-out Interim Statements of Cash Flows (unaudited)
(Expressed in Canadian Dollars)

Cash flow from (used in)	For the nine months ended
	September 30, 2025	September 30, 2024
Note(s)	$	$
OPERATING ACTIVITIES
Loss	(332,058)	(323,081)
Depreciation	3	873
Unrealized foreign exchange	(21,132)	46,130
Net changes in non-cash working capital items:
Amounts receivable	1,696	25,240
Accounts payable and accrued liabilities	2,956	(12,059)
Cash flow used in operating activities	(347,665)	(262,815)
INVESTING ACTIVITIES
Acquisition costs of exploration and evaluation assets	4	(147,598)
Cash flow used in investing activities	(147,598)	(108,943)
FINANCING ACTIVITIES
Funding provided by American Pacific Mining Corp.	5	496,040
Cash flow provided by financing activities	496,040	345,604
Effects of exchange rate changes on cash	(5)	674
Increase (decrease) in cash	772	(25,480)
Cash, beginning of period	529	26,160
Cash, end of period	1,301	680
Supplemental cash flow information
Cash paid for income taxes	-	-
Cash paid for interest	-	-

See accompanying notes to these unaudited consolidated condensed carve-out interim financial statements.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

1) CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS

Introduction to the condensed consolidated carve-out financial statements

The purpose of these unaudited condensed consolidated carve-out interim financial statements is to provide general-purpose historical financial information for American Pacific Mining (US) Inc. ("APMUS") and Clearview Gold Inc. ("CGI") (together, the "Company"). The Company is a wholly owned subsidiary of American Pacific Mining Corp. ("APM" or the "Parent"). The accounting policies applied in these unaudited condensed consolidated carve-out interim financial statements are, to the extent applicable, consistent with the accounting policies used in APM's audited consolidated financial statements.

These unaudited condensed consolidated carve-out interim financial statements have been prepared on a carve-out basis from APM's unaudited condensed consolidated financial statements for the nine months ended September 30, 2025, for the purpose of presenting the financial position, results of operations, and cash flows of the Company on a stand-alone basis, that are to be transferred to ICG Silver & Gold Ltd. ("ICG") as further described below.

The Company holds mineral exploration assets located in Nevada. It has no operating revenues and is maintained solely for the purpose of holding these exploration-stage properties.

The Company's head office, principal address, registered address, and records office is: Suite 910 – 510 Burrard Street, Vancouver, British Columbia, V6C 3A8, Canada.

As of the date of these unaudited condensed consolidated carve-out interim financial statements, the Company has not identified a known body of commercial-grade mineral on any of its properties. The recoverability of the costs incurred to date is dependent upon the Company's ability to identify a commercial mineral deposit, obtain financing for development, and address any environmental, regulatory, or other constraints that may impede successful advancement of the properties. To date, the Company has not earned any revenues and is considered to be in the exploration stage.

These unaudited condensed consolidated carve-out financial statements are prepared on the basis that the Company will continue as a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of operations. These unaudited condensed consolidated carve-out financial statements reflect the standalone operations of the Company for the periods presented which require significant estimates with respect to corporate costs to maintain the operations of the Company. Significantly, the Company is presented as a wholly reliant on the financial support of the Parent for the periods presented and will require financial support in the future to operate independently. Financial support will be dependent on the Company's ability to obtain public equity financing, or achieve profitable operations in the future. Management may consider other forms of financing in order to maintain operations or curtail expenditures as required.

These material uncertainties may cast significant doubt about the Company's ability to continue as a going concern.

These unaudited condensed consolidated carve-out interim financial statements of the Company for the nine months ended September 30, 2025, were approved by the Board of Directors on January 16, 2026.

Page 7 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

1) CORPORATE INFORMATION AND CONTINUANCE OF OPERATIONS (CONTINUED)

Proposed Transaction

Prior to closing, all assets other than the Tuscarora District assets will be transferred out of CGI and APMUS such that ICG acquires only the Tuscarora and Danny Boy projects.

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION

Statement of compliance

These unaudited condensed consolidated carve-out interim financial statements of the Company have been prepared in accordance with IFRS Accounting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). These unaudited consolidated condensed carve-out interim financial statements comply with International Accounting Standard 34, Interim Financial Reporting.

Basis of preparation

These unaudited condensed consolidated carve-out interim financial statements have been prepared on a historical cost basis, except for certain financial instruments that are measured at fair value. These unaudited condensed consolidated carve-out interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These unaudited condensed consolidated carve-out interim financial statements are presented in Canadian dollars (“$” or “CA$”), which is also the functional currency of CGI. The functional currency of APMUS and CV Gold Inc. (“CVG”), the wholly owned subsidiary of CGI, is the United States dollar (“U.S. dollar” or “US$”).

The accounting policies set out below have been applied consistently to all periods presented in these unaudited condensed consolidated carve-out interim financial statements. These unaudited condensed consolidated carve-out interim financial statements, including comparative information, have been prepared in accordance with IFRS that were published and effective as of September 30, 2025.

Carve-Out Consolidated Statements of Financial Position

Page 8 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Basis of preparation (continued)

Carve-Out Consolidated Statements of Loss and Comprehensive Loss

The Company has an accounting policy of expensing exploration and evaluation costs as incurred until such time as mineral reserves are proven or probable, permits to operate the mineral resource property are received and financing to complete development has been obtained. The consolidated carve-out statements of loss and comprehensive loss include all exploration and evaluation costs incurred with respect to the Tuscarora District assets (Tuscarora and Danny Boy projects) for the periods presented.

Other items

Basis of consolidation

These unaudited consolidated condensed carve-out interim financial statements comprise the accounts of the following entities:

APM US, a company incorporated under the laws of Nevada (ownership – September 30, 2025 – 100% and December 31, 2024 – 100%)
CGI, a company incorporated under the Business Corporations Act (British Columbia (ownership – September 30, 2025 – 100% and December 31, 2024 – 100%); and
CVG, a company incorporated under the laws of Nevada (ownership – September 30, 2025 – 100% and December 31, 2024 – 100%).

All entities have a reporting date of December 31.

Subsidiaries

A subsidiary is an entity over which the Company has power to govern the operating and financial policies in order to obtain benefits from its activities. The unaudited consolidated condensed carve-out interim financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

Acquisitions and disposals

The results of entities acquired during the reporting period are brought into the consolidated financial statements from the date the control is transferred; the results of entities sold during the reporting period are included in the consolidated financial statements for the period up to the date the control is ceased. Gains or losses on disposal are calculated as the difference between the sale proceeds (net of expenses) and the net assets attributable to the interest which has been sold. Where a disposal represents a separate major line of business or geographical area of operations, the net results attributable to the disposed entity are shown separately in the statement of loss and comprehensive loss.

Page 9 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Critical accounting estimates

The information about significant areas of estimation uncertainty considered by management in preparing the unaudited consolidated condensed carve-out interim financial statements are as follows:

Carrying value and recoverability of exploration and evaluation assets

Deferred Income taxes

The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company's ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management's assessment of the Company's ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.

Critical accounting judgments

Critical accounting judgments are accounting policies that have been identified as being complex or involving subjective judgments or assessments.

Functional currency

Going concern

The preparation of these unaudited consolidated condensed carve-out interim financial statements requires management to make judgments regarding the going concern of the Company as discussed in Note 1.

Page 10 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held on call with banks, highly liquid investments that are readily convertible into a known amount of cash and which are subject to insignificant risk of changes in value, net of bank overdrafts which are repayable on demand. As of September 30, 2025 and December 31, 2024, the Company did not have any cash equivalents.

Foreign exchange

Translation of foreign transactions and balances into the functional currency

Translation of the functional currency into the presentation currency

The results of foreign operations which have a different functional currency of the Company are translated to Canadian dollars at appropriate average rates of exchange during the year and are included in other comprehensive income (loss). The assets and liabilities of foreign operations are translated to Canadian dollars at rates of exchange in effect at the end of the period. Gains or losses arising on translation of foreign operation's assets and liabilities to Canadian dollars at period end are recognized in accumulated other comprehensive income (loss) as a foreign currency translation adjustment. When a foreign operation is sold, such exchange differences are recognized in profit or loss as part of the gain or loss on sale.

Income taxes

Page 11 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Equipment

Depreciation is provided on all items equipment to write off the carrying value of items over their expected useful economic lives. Depreciation is provided on a straight-line basis over the estimated useful lives of the equipment at the following annual rates:

Computer equipment - 30%

Material residual value estimates and estimates of useful life are updated as required, but at least annually.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset as appropriate, only when it's probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replacement part is derecognized. All other repairs and maintenance are charged to the condensed consolidated carve-out interim statements of loss during the financial year in which they are incurred.

Exploration and evaluation assets

Exploration and evaluation costs

Page 12 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Impairment of long-lived assets

At the end of each reporting period, the Company’s assets are reviewed to determine whether there is any indication that those assets may be impaired. If such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment, if any. The recoverable amount is the higher of fair value less costs to sell and value in use. Fair value is determined as the amount that would be obtained from the sale of the asset in an arm’s length transaction between knowledgeable and willing parties. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the profit or loss for the period. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash generating unit to which the asset belongs.

Provision for environmental rehabilitation

The Company’s estimates of reclamation costs could change as a result of changes in regulatory requirements, discount rates and assumptions regarding the amount and timing of the future expenditures. These changes are recorded directly to the related asset with a corresponding entry to the rehabilitation provision. The Company’s estimates are reviewed annually for changes in regulatory requirements, discount rates, effects of inflation and changes in estimates.

Changes in the net present value, excluding changes in the Company’s estimates of reclamation costs, are charged to profit and loss for the period.

Page 13 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Financial instruments

Financial assets

Classification and measurement

Financial assets at FVTPL – Financial assets carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial asset held at FVTPL are included in the statement of loss and comprehensive loss in the period in which they arise. Derivatives are also categorized as FVTPL unless they are designated as hedges. As of September 30, 2025 and December 31, 2024, the Company has no financial assets classified as FVTPL.

Financial assets at FVTOCI – Investments in equity instruments at FVTOCI are initially recognized at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses arising from changes in fair value recognized in other comprehensive income. There is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. As of September 30, 2025 and December 31, 2024, the Company has no financial assets classified as FVOCI.

Financial assets at amortized cost – Financial assets at amortized cost are initially recognized at fair value and subsequently carried at amortized cost less any impairment. They are classified as current assets or non-current assets based on their maturity date. As of September 30, 2025 and December 31, 2024, the Company has classified its cash, amounts receivable and reclamation deposits as amortized cost.

Impairment of financial assets at amortized cost

Page 14 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

2) MATERIAL ACCOUNTING POLICY INFORMATION AND BASIS OF PREPARATION (CONTINUED)

Financial instruments (continued)

Financial assets (continued)

Impairment of financial assets at amortized cost (continued)

Derecognition of financial assets

Financial assets are derecognized when they mature or are sold, and substantially all the risks and rewards of ownership have been transferred. Gains and losses on derecognition of financial assets classified as FVTPL or amortized cost are recognized in the condensed consolidated carve-out interim statement of loss and comprehensive loss. Gains or losses on financial assets classified as FVTOCI remain within accumulated other comprehensive income.

Financial liabilities

The Company classifies its financial liabilities into one of two categories as follows:

Amortized cost – This category consists of liabilities carried at amortized cost using the effective interest method. The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire. As of September 30, 2025 and December 31, 2024, the Company has classified its accounts payable and accrued liabilities as other financial liabilities.

Refer to Note 10 for further disclosures.

New accounting standards

New accounting standards issued and not yet effective

Page 15 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

3) EQUIPMENT

	September 30, 2025	December 31, 2024
Computer equipment
Cost
Opening	4,036	3,721
Effect of movements on exchange rates	(127)	315
Closing	3,909	4,036
Accumulated Depreciation
Opening	(3,139)	(1,655)
Addition	(873)	(1,284)
Effect of movements on exchange rates	103	(200)
Closing	(3,909)	(3,139)
Net book value	-	897

4) EXPLORATION AND EVALUATION ASSETS

Exploration and evaluation assets

	Danny Boy	Tuscarora	Total
Balance as of December 31, 2024	2,212,327	4,960,648	7,172,975
Acquisition costs	27,811	-	27,811
Claim and Maintenance Fees	31,183	88,604	119,787
Effect of movements in exchange rate	(36,865)	(153,966)	(190,831)
Balance as of September 30, 2025	2,234,456	4,895,286	7,129,742

Balance as of December 31, 2023	2,148,470	4,487,561	6,636,031
Acquisition costs	20,362	-	20,362
Claim and Maintenance Fees	31,172	88,581	119,753
Effect of movements in exchange rate	12,323	384,506	396,829
Balance as of December 31, 2024	2,212,327	4,960,648	7,172,975

Exploration and evaluation costs

	Danny Boy $	Tuscarora $	TOTAL $
For the nine months ended September 30, 2025
Consulting	32,512	22,555	55,067
Equipment rental	-	2,164	2,164
Field	-	630	630
Field office administration	-	4,320	4,320
Geological	8,929	22,191	31,120
Royalty payments	-	120,361	120,361
Travel	-	1,560	1,560
	41,441	173,781	215,222

Page 16 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Exploration and evaluation costs (continued)

For the nine months ended September 30, 2024
Consulting	23,821	29,125
Field	-	3,379
Field office administration	-	3,867
Geological	11,092	12,101
Royalty payments	-	87,047
Sample analysis	181	-
Travel	-	218
	35,094	135,737

Danny Boy Mine Property (Nevada, USA)

In connection with the acquisition of CGI (Note 1), the Company acquired the Danny Boy Mine Property which included the Danny Boy Claims and the Lappin Project.

For the Danny Boy Claims, under the option agreement entered with NewQuest, CGI has the option to acquire a 100% interest in the claims by:

issuing 500,000 common shares of the Company to NewQuest on or before August 11, 2023 (issued by CGI prior to the CGI Acquisition); and
making a cash payment of US$4,000,000 to NewQuest on completion of a pre-feasibility study.

Upon commencement of commercial production, the Company is required to pay a royalty on production equal to 1.5% of NSR, of which 0.5% the Company may buy back for US$500,000.

US$12,500 on or before April 15, 2023 (paid by CGI prior to the CGI Acquisition);
US$15,000 on or before April 15, 2024 (paid);
US$20,000 on or before April 15, 2025; (paid); and
US$30,000 on or before April 15, 2026, and each year until April 14, 2032.

CGI is also required to incur a total work commitment of US$350,000, of which US$100,000 and US$250,000 should be incurred on or before April 15, 2025 (incurred) and April 15, 2028, respectively.

The Company also has an option to acquire a 100% interest in Lappin by making a US$500,000 payment minus any Lappin Annual Payment which had been made previously to Lappin LLC.

Page 17 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Danny Boy Mine Property (Nevada, USA) (continued)

Tuscarora Project (Nevada, US)

Pursuant to the Amended Tuscarora Option Agreement, the Company:

a) made $400,000 in cash payments to Novo Resources Corp.; and
b) issued 266,667 common shares of the Company to Novo Resources Corp.

The property is subject to Net Smelter Returns (the "NSR") royalties of 0.5% which may be reduced to nil (0%) by paying US$500,000.

In addition, the Company is also required to make the following payments to Ely Gold Royalties ("Ely Gold"), the owner of the Tuscarora Project:

a) Annual minimum royalty payments

On or before:	US$
November 7, 2018	4,000	Paid
November 7, 2019	4,000	Paid
November 7, 2020	4,000	Paid
November 7, 2021	8,000	Paid
November 7, 2022	8,000	Paid
November 7, 2023	8,000	Paid
November 7, 2024	8,000	Paid
November 7, 2025	8,000	Paid
November 7, 2026 and each succeeding anniversary	12,000

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Tuscarora Project (Nevada, US) (continued)

less than or equal to $1,500
Two percent (2%)
greater than $1,500 but less than or equal to $2,000
Three percent (3%)
greater than $2,000
Four percent (4%)

The royalty percentage which will apply for all other minerals produced is 2.5% of the NSR.

In addition, the Company is required to pay annual claim maintenance fees for the Tuscarora Project. The Company has made the required annual claim maintenance fees to date for the Tuscarora Project.

Lease assignment agreement with Ubica Gold Corp. ("Ubica")

The Ubica Agreement consists of three sublease agreements:

The RS Agreement: An agreement between Ubica and RS Gold, LLC.
The Tigerman Agreement: An agreement between Ubica and Timothy Tigerman, which was not renewed for the year ended December 31, 2023.
The Rose Hill Agreement: An agreement between Ubica and Jerry K. and Lori L. Fogle, Debra L. Jacob, and Lanny and Pamela M. Morrison (collectively, the "RH Lessors").

(collectively, the "Ubica Sublease Agreements")

Pursuant to the Ubica Agreement, the Company is responsible for making the payments which are due on or after September 15, 2021 under the Ubica Sublease Agreements.

RS Agreement

Pursuant to the RS Agreement, the Company will make the following payments:

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

4) EXPLORATION AND EVALUATION ASSETS (CONTINUED)

Tuscarora Project (Nevada, US) (continued)

Lease assignment agreement with Ubica Gold Corp. ("Ubica")

RS Agreement (continued)

Advanced royalty payment

US$20,000 on or before April 23, 2022 (paid);
US$30,000 on or before April 23, 2023 (paid);
US$40,000 on or before April 23, 2024 (paid); and
US$50,000 on or before April 23, 2025 (paid) and each anniversary thereafter through the initial term and any renewal or extension thereof.

The annual work commitment required pursuant to RS Agreement had been fulfilled by Ubica.

The RS Agreement is subject to a 3% NSR. During the RS Initial Term and the RS Renewal Term, Ubica has the option to purchase up to a 2% NSR of the total 3% NSR for US$1,000,000 per each 1% NSR.

Rose Hill Agreement

Pursuant to the Rose Hill Agreement, the Company will make the following payments:

Advance royalty payment

US$6,000 on June 30, 2021 (paid);
US$12,000 on or before June 30, 2022 (paid);
US$18,000 on or before June 30, 2023 (paid);
US$24,000 on or before June 30, 2024 (paid); and
US$36,000 on or before June 30, 2025 (paid) and each anniversary thereafter through the initial term and any renewal or extension thereof.

Annual work commitment

US$30,000 during the first year from the RH Initial Term (fulfilled);
US$80,000 during the second year from the RH Initial Term (fulfilled); and
US$100,000 during the third year from the RH Initial Term (fulfilled).

As of September 30, 2025, the Company has reclamation deposits of $27,833 (US$20,000) (December 31, 2024 – $28,743 (US$20,000)) as collateral on the Tuscarora Project.

Page 20 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

5) NET PARENT INVESTMENT

During the nine months ended September 30, 2025 and September 30, 2024, 2.2% and 2.6%, respectively, of the Allocated Overheads initially recognized by the Parent were allocated to the Company.

Net financing transactions with the Parent, as presented in the condensed consolidated carve-out interim statements of cash flows, represent the net contributions related to the funding of operations between the Company and the Parent.

6) RESERVES

Reserves represent the carrying amount of the shareholders' equity of CGI as of the CGI Closing Date.

7) RELATED PARTY TRANSACTIONS AND BALANCES

During the periods presented, the Company recognized the following expenses incurred with related parties that were initially recognized by the Parent and subsequently allocated to the Company.

	For the nine months ended
	September 30,	September 30,
	2025	2024
	$	$
Consulting fees	6,785	9,151
Directors' fees	1,998	1,358
Professional fees	2,862	3,032
Total	11,645	13,541

The cost allocation was determined based on the degree of involvement of the related parties in supporting the Company during the periods presented.

8) SEGMENTED INFORMATION

The Company operates in one reportable segment, being the exploration and evaluation of mineral properties. All of the Company's non-current assets are located in the United States.

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

9) CAPITAL MANAGEMENT

10) FINANCIAL INSTRUMENTS

Fair value

Financial instruments are classified into one of the following categories: FVTPL, amortized cost and FVTOCI.

Set out below are the Company's financial assets and liabilities by category:

	September 30, 2025	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	1,301	-	1,301	-
Amounts receivable	126,214	-	126,214	-
Reclamation deposits	27,833	-	27,833	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	3,364	-	3,364	-
	December 31, 2024	FVTPL	Amortized costs	FVTOCI
	$	$	$	$
FINANCIAL ASSETS
ASSETS
Cash	529	-	529	-
Amounts receivable	132,039	-	132,039	-
Reclamation deposits	28,743	-	28,743	-
FINANCIAL LIABILITIES
LIABILITIES
Accounts payable and accrued liabilities	438	-	438	-

As of September 30, 2025 and December 31, 2024, there were no financial assets or liabilities measured and recognized in the condensed consolidated carve-out interim statement of financial position at fair value that would be categorized as Level 1, 2 and 3 in the fair value hierarchy above.

IFRS 13 establishes a fair value hierarchy that reflects the significance of inputs used in making fair value measurements as follows:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly (i.e., as prices) or indirectly (i.e., derived from prices); and

Level 3: Inputs that are not based on observable market data.

Page 22 of 23

American Pacific Mining (US) Inc. and Clearview Gold Inc.

Notes to the Condensed Consolidated Carve-Out Interim Financial Statements (unaudited)

For the Nine Months Ended September 30, 2025

(Expressed in Canadian Dollars)

10) FINANCIAL INSTRUMENTS (CONTINUED)

Fair value (continued)

The Company has determined the estimated fair values of its financial instruments based upon appropriate valuation methodologies.

Financial risk management

Credit risk

The Company's cash are held at large financial institutions in Canada and the United States in interest-bearing accounts. The Company has no investments in asset-backed commercial paper.

The Company's maximum exposure to credit risk is the carrying value of its financial assets.

Liquidity risk

As of September 30, 2025, the Company had cash of $1,301 and accounts payable and accrued liabilities of $3,364.

Market risk

The significant market risks to which the Company is exposed are interest rate risk, foreign currency risk, and price risk.

Interest Rate Risk

Foreign Currency risk

Based on the carrying amounts of the Company's monetary assets and liabilities, management has determined that the Company is not subject to significant foreign currency risk.

Commodity price risk

Page 23 of 23

EXHIBIT C
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
[See attached]

F-1

ICG Silver & Gold Ltd.
Pro Forma Consolidated Financial Statements
(Unaudited)

ICG Silver & Gold Ltd.
Unaudited Pro Forma Consolidated Statement of Financial Position

As of September 30, 2025

ICG Silver & Gold Ltd.	American Pacific Mining (US) Inc. and Clearview Gold Inc.	Note 4	Pro-Forma Adjustments	Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$ 67,645	$ 1,301	(b),(c)	$ 3,255,033
Prepaid expenses and other assets	129,794	—	—	129,794
Amounts receivable	—	126,214	—	126,214
Total current assets	$ 197,439	$ 127,515	$ 3,255,033	$ 3,579,987
Non-current assets
Reclamation deposits	—	27,833	—	27,833
Exploration and evaluation assets	—	7,129,742	(a)	(3,256,726)
	$ —	$ 7,157,575	$ (3,256,726)	$ 3,900,849
TOTAL ASSETS	$ 197,439	$ 7,285,090	$ (1,693)	$ 7,480,836
LIABILITIES
Current liabilities
Accounts payable and other liabilities	46,328	3,364	—	49,692
Total current liabilities	$ 46,328	$ 3,364	$ —	$ 49,692
TOTAL LIABILITIES	$ 46,328	$ 3,364	$ —	$ 49,692
SHAREHOLDERS’ EQUITY
Share capital	195,862	—	(a),(b),(c)	7,280,033
Net parent investment	—	14,208,918	(a)	(14,208,918)
Reserves	—	236,595	(a)	(236,595)
Accumulated deficit	(44,751)	(7,077,529)	(a)	7,077,529
Accumulated other comprehensive income (loss)	—	(86,258)	(a)	86,258
TOTAL SHAREHOLDERS’ EQUITY	$ 151,111	$ 7,281,726	$ (1,693)	$ 7,431,144
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 197,439	$ 7,285,090	$ (1,693)	$ 7,480,836

See accompanying notes to the unaudited pro forma consolidated financial statements.

ICG Silver & Gold Ltd.
Unaudited Pro Forma Consolidated Statement of Operations

For the Nine Month Period Ended September 30, 2025

REVENUE

OPERATING EXPENSES:

ICG Silver & Gold Ltd.	American Pacific Mining (US) Inc. and Clearview Gold Inc.	Note 4	Pro Forma Adjustments	Pro Forma
$ —	$ —		$ —	$ —
Consulting fees	—	6,928 (d)	551,965	558,893
Depreciation	—	873	—	873
Exploration and evaluation costs	3,926	215,222 (d)	1,361,074	1,580,222
Finance costs	—	110	—	110
Foreign exchange loss	—	(36,984) (a)	36,984	—
General and administrative expenses	1,251	22,011 (d)	72,249	95,511
Directors' fees	—	1,998 (d)	(1,998)	—
Professional fees	39,574	116,497 (d)	283,814	439,885
Transfer agent, regulatory and filing fees	—	2,219 (d)	45,000	47,219
Travel	—	3,184 (d)	9,000	12,184
TOTAL OPERATING EXPENSES	$ 44,751	$ 332,058	$ 2,358,088	$ 2,734,897
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE	$ 44,751	$ 332,058	$ 2,358,088	$ 2,734,897
Income tax provision	—	—	—	—
NET LOSS	$ 44,751	$ 332,058	$ 2,358,088	$ 2,734,897

OTHER COMPREHENSIVE LOSS

Foreign currency translation differences for foreign operations	—	217,001 (a)	(217,001)	—
LOSS AND COMPREHENSIVE LOSS	$ 44,751	$ 549,059	$ 2,141,087	$ 2,734,897
BASIC AND DILUTED LOSS PER SHARE	$ 0.01	$ —	$ 0.10	$ 0.09
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED	8,250,000	—	21,500,100	29,750,100

See accompanying notes to the unaudited pro forma consolidated financial statements.

ICG Silver & Gold Ltd.
Unaudited Pro Forma Consolidated Statement of Operations

For the Year Ended December 31, 2024

REVENUE

OPERATING EXPENSES:
Consulting fees
Depreciation
Exploration and evaluation costs
Finance costs
Foreign exchange loss
General and administrative expenses
Directors' fees
Professional fees
Share-based payments
Transfer agent, regulatory and filing fees
Travel

TOTAL OPERATING EXPENSES
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE
Income tax provision
NET LOSS

OTHER COMPREHENSIVE LOSS
Foreign currency translation differences for foreign operations
LOSS AND COMPREHENSIVE LOSS
BASIC AND DILUTED LOSS PER SHARE
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC
AND DILUTED

ICG Silver & Gold Ltd.	American Pacific Mining (US) Inc. and Clearview Gold Inc.	Note 4	Pro Forma Adjustments	Pro Forma
$ —	$ —		$ —	$ —
—	11,985	(d)	733,971	745,956
—	1,284		—	1,284
3,926	194,700	(d)	1,816,074	2,014,700
—	—		—	—
—	132,241	(a)	(132,241)	—
1,251	30,175	(d)	96,749	128,175
—	1,773	(d)	(1,773)	—
39,574	90,934	(d)	391,417	521,925
—	232		—	232
—	891	(d)	60,000	60,891
—	4,439	(d)	12,000	16,439
$ 44,751	$ 468,654		$ 2,976,197	$ 3,489,602
$ 44,751	$ 468,654		$ 2,976,197	$ 3,489,602
—	—		—	—
$ 44,751	$ 468,654		$ 2,976,197	$ 3,489,602
—	(556,437)	(a)	556,437	—
$ 44,751	$ (87,783)		$ 3,532,634	$ 3,489,602
$ 0.01	$ —		$ 0.16	$ 0.12
8,250,000	—		21,500,100	29,750,100

See accompanying notes to the unaudited pro forma consolidated financial statements.

Note 1. Description of Business and the Arrangement

ICG Silver & Gold Ltd. (the "Company" or "ICG") is a newly formed mineral exploration and development company created to acquire and advance the Tuscarora District in northern Nevada. The Company's strategy is centered on:

Advancing the Tuscarora District through systematic exploration and technical studies;
Building a district-scale geological model; and
Progressing the project toward resource definition and future development.

The Tuscarora District is a silver/gold epithermal system sitting on the Carlin Trend, about one hour northwest of Elko, Nevada. Upon closing, ICG will control 100% of the approximately 8,000-acre land package, which has had extensive rock chip sampling, thousands of meters of RC and core drilling, and tens of kilometers of CSAMT geophysics completed on the property.

As an exploration-stage issuer with no producing properties, ICG does not generate operating income, cash flow, or revenue. ICG has not completed any current mineral resource estimates on its properties. There is no assurance that a commercially viable mineral deposit exists on any of ICG's projects, including those located in the Tuscarora District. ICG does not expect to receive income from its properties in the foreseeable future.

ICG intends to continue evaluating, exploring, and advancing its projects through additional financings. ICG's primary objective is to explore and assess its projects in the Tuscarora District, and it intends to undertake exploration work programs consistent with recommendations from its geological and technical advisors.

The Company intends to complete a proposed plan of arrangement (the "Arrangement") with American Pacific Mining Corp. ("APM") whereby ICG will acquire 100% of the Tuscarora and Danny Boy projects from APM (the "Projects" and "Tuscarora District"), pursuant to an arrangement agreement entered into between APM and ICG on December 7, 2025, as amended January 12, 2026 (the "Arrangement Agreement").

Under the Arrangement, and the terms of a share exchange agreement, dated December 7, 2025, between APM, ICG, American Pacific Mining (US) Inc. ("APMUS"), and Clearview Gold Inc. ("CGI") (the "Share Exchange Agreement") the Company will acquire the shares of APMUS and CGI, which have a 100% interest in the Projects, as further discussed in Note 3.

Following completion of the Arrangement and the listing of the ICG Shares on the Canadian Securities Exchange ("CSE") (the "Listing"), but prior to the commencement of trading, ICG intends to complete a non-brokered private placement of a minimum of 2,857,200 units at a price of $0.35 per unit for minimum gross proceeds of approximately $1,000,020 (the "Unit Financing").

These unaudited pro forma consolidated financial statements of ICG as at September 30, 2025 and for the nine-month period ended September 30, 2025 and year ended December 31, 2024 (the "Pro Forma Financial Statements"), have been prepared by management based on historical financial statements prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board ("IFRS"), for illustrative purposes only, after giving effect to the pro forma adjustments on the basis of the assumptions and adjustments described in following notes to the unaudited pro forma consolidated financial statements.

The pro forma adjustments to the unaudited pro forma consolidated statements operations for the year ended December 31, 2024 and for the nine months ended September 30, 2025 gives effect to the adjustments as if they had been consummated on as of the beginning of the respective periods. The unaudited pro forma consolidated statement of financial position as of September 30, 2025 gives effect to the pro forma adjustments as if they had been consummated on September 30, 2025.

The unaudited pro forma consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable and supportable. The unaudited pro forma consolidated financial statements are for illustrative and informational purposes only does not purport to represent what the statements of operations would have been had the transactions as detailed in the notes that follow occurred on the dates indicated, nor is it indicative of the Company's future operating results. Actual amounts recorded upon consummation of the transactions will likely differ from those recorded in the unaudited pro forma financial statements. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. The pro forma adjustments and allocations of the purchase price are based in part on estimates of the fair value of assets acquired and liabilities assumed. The actual fair values of the assets

and liabilities will be determined as of the effective date of the transactions and may differ materially from the amounts disclosed in the assumed pro forma purchase price allocation because of changes in fair value of the assets acquired and liabilities assumed up to the effective date of the transactions, and as further analysis is completed.

Consequently, the actual allocation of the purchase price may result in different adjustments than those in the unaudited pro forma consolidated financial statements. Similarly, the calculation and allocation of the purchase prices have been prepared on a preliminary basis and is subject to change between the time such preliminary estimations were made and closing as a result of a number of factors.

Note 2. Basis of Presentation

The Company has accounted for the acquisitions of the Projects as asset acquisitions as the fair value of the assets are concentrated in the mineral rights of the respective entities. The Company has recognized the assets acquired at the fair value of the liabilities assumed, cash paid and fair value of the equity instruments issued as consideration as these fair values are more clearly evident and reliably measured. As the acquisitions have not been treated as a business combination there is no corresponding goodwill, instead the amount of consideration will be allocated to the assets acquired.

The unaudited pro forma financial information have been compiled from and should be read in conjunction with:

the Company's historical audited financial statements as of October 31, 2025 and for the period from incorporation (August 19, 2025) to October 31, 2025;
the historical audited consolidated carve-out financial statements of APMUS and CGI for the years ended December 31, 2024 and 2023;
the historical unaudited consolidated carve-out financial statements of APMUS and CGI for the nine-months ended September 30, 2025.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The unaudited pro forma financial information does not give effect to any anticipated synergies, dis-synergies, operating efficiencies, tax savings or cost savings that may be associated with the transactions.

Significant Accounting Policies

The unaudited pro forma consolidated financial statements have been prepared in accordance with ICG and APMUS and CGI accounting policies, as disclosed in the respective financial statements noted above. There are no material differences in accounting policies amongst these companies and as such, no pro forma adjustments necessary to conform their accounting policies.

Note 3. Description of Pro Forma Transactions

The pro forma adjustments reflect the impact of the following pro forma transactions:

Plan of Arrangement with APM

Under the Arrangement with APM, and the terms of a share exchange agreement, dated December 7, 2025, between APM, ICG, APMUS, and CGI (the "Share Exchange Agreement"):

ICG will acquire all of the issued and outstanding shares of CGI, the registered owner of the Danny Boy project, and all of the issued and outstanding shares of APMUS, the registered owner of the Tuscarora project, in exchange for the issuance of 11,500,000 fully-paid and non-assessable common shares in the capital of ICG (the "Consideration Shares") to APM at a deemed issue price of $0.15 per Consideration Share;
ICG will be required to pay USD$5,000,000 in cash to APM within five business days of either Project achieving commercial production;
APM will distribute, on a pro rata basis, 7,500,000 of the Consideration Shares to APM Shareholders by exchanging each outstanding APM Share for (i) one new APM Share (a "New APM Share") and (ii) approximately 0.034 (based on the number of issued and outstanding APM Shares as of the date thereof) of a common share of ICG (an "ICG Share"); and,
holders ("APM Warrantholders") of APM Share purchase warrants ("APM Warrants") will be entitled to receive one New APM Share and the number of ICG Shares equal to the Exchange Ratio upon exercise of each APM Warrant held.

APMUS and CGI are currently wholly-owned subsidiaries of APM.

Following the Arrangement, APM Shareholders will own approximately 19% of ICG.

Concurrent Financings

Subscription Receipt Financing

Prior to the completion of the Arrangement, ICG intends to complete a non-brokered private placement of a minimum of 7,142,900 subscription receipts at a price of $0.35 per subscription receipt for minimum gross proceeds of approximately $2,500,015. All subscription funds will be held in escrow by an escrow agent. Concurrent with the closing of the Arrangement, each subscription receipt will be automatically deemed exercised, without payment of additional consideration or further action by the holder, into one unit, with each unit consisting of one ICG Share and one-half of one common share purchase warrant, and the escrowed funds will be released to ICG. Each whole warrant will be exercisable into one ICG Share. ICG may pay cash finder's fees of up to 7% of the gross proceeds to eligible finders and may issue finder's warrants of up to 7% of the number of subscription receipts sold, the terms of the Subscription Receipt warrants and the finder's warrants will be finalized in the context of the market.

Unit Financing

Following completion of the Arrangement and the listing (the "Listing") of the ICG Shares on the Canadian Securities Exchange ("CSE"), but prior to the commencement of trading, ICG intends to complete a non-brokered private placement of a minimum of 2,857,200 units at a price of $0.35 per unit for minimum gross proceeds of approximately $1,000,020. Each unit will consist of one ICG Share and one-half of one common share purchase warrant. Each whole warrant will be exercisable into one ICG Share. In connection with the financing, ICG may pay cash finder's fees of up to 7% of the gross proceeds to eligible finders and may issue finder's warrants of up to 7% of the number of units sold, the terms of the Unit Financing warrants and the finder's warrants will be finalized in the context of the market.

Note 4. Pro Forma Adjustments

a) Arrangement Agreement – Purchase Price Allocation

Consideration paid:	$
Resulting Issuer Shares	4,025,000
Replacement stock awards	—
	4,025,000
Allocated as follows:
Cash and cash equivalents	1,301
Amounts receivable	126,214
Reclamation deposits	27,833
Exploration and evaluation assets	3,873,016
Accounts payable and other liabilities	-3,364
	4,025,000

The Resulting Issuer Shares have been determined based on the issuance of 11,500,000 common shares at a price per unit of $0.35 based on the pricing of the Subscription Receipts.

The replacement stock awards consist of the APM Warrants and were valued at $nil based on Black-Scholes models with the following inputs:

Current Stock Price: $0.35
Exercise Price: $8.76-9.93 – this range of exercise prices is reflective of the exchange ratio of approximately 0.034
Risk-Free Rate: 2.5%
Expected Volatility: 81.4 – 88.9% - estimated based on an analysis of comparable companies and with consideration of APM's historical volatility
Expected Life: 0.54 – 0.87 years
Forfeiture: 0%
Dividend: 0%

To reflect the acquisition of APMUS and CGI and the Purchase Price Allocation above, it is necessary to present pro forma adjustments to eliminate the net parent investment, reserves, accumulated deficit and accumulated other

comprehensive income (loss) of APMUS and CGI. As well, for purposes of the pro forma consolidated statement of operations for the year ended December 31, 2024 and the nine months ended September 30, 2025, the foreign currency translation differences for foreign operations and foreign exchange gain have also been eliminated in the pro forma adjustments.

b) Subscription Receipt Financing

In order to reflect the closing of the Subscription Receipt Financing as if it had been completed as of September 30, 2025, the following adjustment was made in the pro forma statement of financial position:

Subscription Receipts Net Proceeds:
Minimum Subscription Receipts 7,142,900
Price per Subscription Receipt $ 0.35
Gross Proceeds $ 2,500,015
Cash Finders Fee - % 7%
Cash Finders Fee - $ 175,001
Subscription Receipts Net Proceeds $ 2,325,014

c) Unit Financing

In order to reflect the closing of the Unit Financing as if it had been completed as of September 30, 2025, the following adjustment was made in the pro forma statement of financial position:

Unit Financing Net Proceeds:
Minimum Subscription Receipts 2,857,200
Price per Subscription Receipt $ 0.35
Gross Proceeds $ 1,000,020
Cash Finders Fee - % 7%
Cash Finders Fee - $ 70,001
Unit Financing Net Proceeds $ 930,019

d) Pro forma expenses

In the consolidated carve-out financial statements of APMUS and CGI net parent investment represents the accumulated net contributions from APM and the portion of operating costs, including share-based payments, allocated to APMUS and CGI (the "Allocated Overheads"). The portion of the Allocated Overheads was determined based on the degree of support provided by APM to APMUS and CGI during the periods presented.

The Allocated Overheads were 2.4% during the year ended December 31, 2024 and 2.2% during the nine months ended September 30, 2025. Resulting in expenses as follows:

	For the year ended	For the nine months ended
	31-Dec-24	30-Sep-25
	$	$
Consulting fees	11,029	6,785
Directors' fees	1,773	1,998
Professional fees	4,009	2,862
Total	16,811	11,645

As these expenses would not be reflective of ICG's expenses had the Arrangement been completed as of the beginning of the respective periods, these expenses are eliminated as a pro forma adjustment in the respective periods.

Further, ICG was incorporated on August 19, 2025, and to date its activities have been relatively limited to the raising of capital, preparing the requisite technical reports for the Tuscarora District and generally preparing for the Arrangement and Listing. Consequently, the expenses of ICG reflected in the financial statements for the period ended October 31, 2025, are not reflective of ICG's expenses had the Arrangement and Listing, along with the related Subscription Receipt Financing and Unit Financing, been completed as of the beginning of the respective periods. Accordingly, management has made proforma adjustments to eliminate the following costs:

	For the year ended	For the nine months ended
	31-Dec-24	30-Sep-25
	$	$
Exploration and evaluation costs	3,926	3,926
General and administrative expenses	1,251	1,251
Professional fees	39,574	39,574
Total	44,751	44,751

Further, in order to reflect the expected costs as if the Pro Forma Transactions had been completed as of the beginning of the respective periods, management has estimated pro forma adjustments as follows:

	For the year ended	For the nine months ended
	31-Dec-24	30-Sep-25
	$	$
Consulting fees	745,000	558,750
Exploration and evaluation costs	1,820,000	1,365,000
General and administrative expenses	98,000	73,500
Professional fees	435,000	326,250
Transfer agent, regulatory and filing fees	60,000	45,000
Travel	12,000	9,000
Total	3,170,000	2,377,500

Note 5. Pro Forma Equity

After giving effect to the pro forma adjustments and assumptions in the above notes, the equity of the Company would be as follows:

	Note 4	Number of shares	Common shares $	Number of warrants	Contributed Surplus/Reserves $
ICG balances as at October 31, 2025		8,250,000	195,862	—	—
Effect of Pro Forma Transactions:
Resulting Issuer Shares	(a)	11,500,000	4,025,000	551,015	—
Subscription Receipts Financing	(b)	7,142,900	2,325,014	3,571,450	—
Unit Financing	(c)	2,857,200	930,019	1,428,600	—
Balance, September 30, 2025		29,750,100	7,475,895	5,551,065	—

EXHIBIT D
AUDIT COMMITTEE CHARTER
ICG SILVER & GOLD LTD.

Mandate

The audit committee will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities. The audit committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the audit committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each audit committee member must obtain an understanding of the principal responsibilities of audit committee membership as well and the Corporation’s business, operations and risks.

Composition

The Board will appoint from among their membership an audit committee after each annual general meeting of the shareholders of the Corporation. The audit committee will consist of a minimum of three directors.

2.1 Independence

As long as the Corporation is a venture issuer, a majority of the members of the audit committee will not be executive officers, employees or control persons of the Corporation.

2.2 Expertise of Committee Members

Each member of the audit committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the audit committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

Meetings

The audit committee shall meet quarterly, whether in person, or via written consent resolutions, and at other times that the audit committee may determine. The audit committee shall meet with the Corporation’s Chief Financial Officer and external auditors in separate executive sessions as business dictates.

Roles and Responsibilities

The audit committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the audit committee shall:

(a) recommend to the Board the external auditor to be nominated by the shareholders for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Corporation;

(b) review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

(c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

F-1

(d) review and recommend to the Board the compensation to be paid to the external auditors; and
(e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors' assertion of their independence in accordance with professional standards.

4.2 Internal Control

The audit committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Corporation. In carrying out this duty, the audit committee shall:

(a) evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Corporation; and
(b) ensure that the external auditors discuss with the audit committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:

4.4 General

(a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and
(b) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

4.5 Annual Financial Statements

(a) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;
(b) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and
(c) review management’s discussion & analysis respecting the annual reporting period prior to its release to the public.

4.6 Interim Financial Statements

(a) review and approve the interim financial statements prior to their release to the public; and
(b) review management’s discussion & analysis respecting the interim reporting period prior to its release to the public.

4.7 Release of Financial Information

(a) where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

4.8 Non-Audit Services

F-2

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Corporation or any subsidiary of the Corporation shall be subject to the prior approval of the audit committee.

4.9 Delegation of Authority

(a) The audit committee may delegate to one or more independent members of the audit committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the audit committee at its next scheduled meeting.

4.10 De-Minimis Non-Audit Services

(a) The audit committee may satisfy the requirement for the pre-approval of non-audit services if:

(i) the aggregate amount of all non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the Corporation and its subsidiaries to the external auditor during the fiscal year in which the services are provided; or
(ii) the services are brought to the attention of the audit committee and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated.

4.11 Pre-Approval Policies and Procedures

(a) The audit committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(i) the pre-approval policies and procedures are detailed as to the particular service;
(ii) the audit committee is informed of each non-audit service; and
(iii) the procedures do not include delegation of the audit committee's responsibilities to management.

4.12 Other Responsibilities

The audit committee shall:

(a) handle the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters;
(b) handle confidential, anonymous submissions by employees of the Corporation of concerns regarding questionable accounting or auditing matters;
(c) ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;
(d) review the policies and procedures in effect for considering officers' expenses and perquisites;
(e) perform other oversight functions as requested by the Board; and
(f) review and update this Charter and receive approval of changes to this Charter from the Board.

F-3

4.13 Reporting Responsibilities

The audit committee shall regularly update the Board about audit committee activities and make appropriate recommendations.

Resources and Authority of the Audit Committee

The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the audit committee; and
(c) communicate directly with the internal and external auditors.

F-4

G-1

APPENDIX G

APM OPTION PLAN

See attached.

Approved by the board of directors effective on March 8th, 2018

AMERICAN PACIFIC MINING CORP.

STOCK OPTION PLAN

Page

SECTION 1 DEFINITIONS AND INTERPRETATION 1

1.1 Definitions 1
1.2 Choice of Law 5
1.3 Headings 5

SECTION 2 GRANT OF OPTIONS 5

2.1 Grant of Options 5
2.2 Record of Option Grants 5
2.3 Effect of Plan 5

SECTION 3 PURPOSE AND PARTICIPATION 6

3.1 Purpose of Plan 6
3.2 Participation in Plan 6
3.3 Limits on Option Grants 6
3.4 Notification of Grant 6
3.5 Copy of Plan 6
3.6 Limitation on Service 6
3.7 No Obligation to Exercise 6
3.8 Agreement 7
3.9 Notice 7
3.10 Representation to CSE 7

SECTION 4 NUMBER OF SHARES UNDER PLAN 7

4.1 Board to Approve Issuance of Shares Error! Bookmark not defined.
4.2 Number of Shares 7
4.3 Fractional Shares 7

SECTION 5 TERMS AND CONDITIONS OF OPTIONS 8

5.1 Exercise Period of Option 8
5.2 Number of Shares Under Option 8
5.3 Exercise Price of Option 8
5.4 Termination of Option 8
5.5 Vesting of Option and Acceleration 9
5.6 Additional Terms 9

SECTION 6 TRANSFERABILITY OF OPTIONS 9

6.1 Non-transferable 9
6.2 Death of Option Holder 10
6.3 Disability of Option Holder 10
6.4 Disability and Death of Option Holder 10
6.5 Vesting 10
6.6 Deemed Non-Interruption of Engagement 10

SECTION 7 EXERCISE OF OPTION 10

7.1 Exercise of Option 10
7.2 Issue of Share Certificates 11
7.3 No Rights as Shareholder 11

SECTION 8 ADMINISTRATION 11

8.1 Board or Committee 11
8.2 Appointment of Committee 12
8.3 Quorum and Voting 12
8.4 Powers of Committee 12

ii -

8.5 Administration by Committee... 13
8.6 Interpretation... 13

SECTION 9 APPROVALS AND AMENDMENT ... 13

9.1 Shareholder Approval of Plan... 13
9.2 Amendment of Option or Plan... 13

SECTION 10 CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES ... 14

10.1 Compliance with Laws... 14
10.2 Obligation to Obtain Regulatory Approvals... 14
10.3 Inability to Obtain Regulatory Approvals... 14

SECTION 11 ADJUSTMENTS AND TERMINATION ... 14

11.1 Termination of Plan... 14
11.2 No Grant During Suspension of Plan... 14
11.3 Alteration in Capital Structure... 15
11.4 Triggering Events... 15
11.5 Notice of Termination by Triggering Event... 15
11.6 Determinations to be Made By Committee... 16

STOCK OPTION PLAN

SECTION 1

DEFINITIONS AND INTERPRETATION

1.1 Definitions

As used herein, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the meanings set forth below:

(a) "Administrator" means such Executive or Employee of the Company as may be designated as Administrator by the Committee from time to time, or, if no such person is appointed, the committee itself.

(b) "Associate" means, where used to indicate a relationship with any person:

(i) any relative, including the spouse of that person or a relative of that person's spouse, where the relative has the same home as the person;

(ii) any partner, other than a limited partner, of that person;

(iii) any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar capacity; and

(iv) any corporation of which such person beneficially owns or controls, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all outstanding voting securities of the corporation.

(c) "Black-Out" means a restriction imposed by the Company on all or any of its directors, officers, employees, insiders or persons in a special relationship whereby they are to refrain from trading in the Company's securities until the restriction has been lifted by the Company.

(d) "Board" means the board of directors of the Company.

(e) "Change of Control" means an occurrence when either:

(i) a Person or Entity, other than the current "control person" of the Company (as that term is defined in the Securities Act), becomes a "control person" of the Company; or

(ii) a majority of the directors elected at any annual or extraordinary general meeting of shareholders of the Company are not individuals nominated by the Company's then-incumbent Board.

(f) "Committee" means a committee of the Board appointed in accordance with this Plan or if no such committee is appointed, the Board itself.

(g) "Company" means American Pacific Mining Corp.

(h) "Consultant" means an individual who:

(i) is engaged to provide, on an ongoing bona fide basis, consulting, technical, management or other services to the Company or any Subsidiary other than services provided in relation to a "distribution" (as that term is described in the Securities Act);

(ii) provides the services under a written contract between the Company or any Subsidiary and the individual or a Consultant Entity (as defined in clause (h)(v) below);

(iii) in the reasonable opinion of the Company, spends or will spend a significant amount of time and attention on the affairs and business of the Company or any Subsidiary; and

(iv) has a relationship with the Company or any Subsidiary that enables the individual to be knowledgeable about the business and affairs of the Company or is otherwise permitted by applicable Regulatory Rules to be granted Options as a Consultant or as an equivalent thereof,

and includes:

(v) a corporation of which the individual is an employee or shareholder or a partnership of which the individual is an employee or partner (a "Consultant Entity"); or

(vi) an RRSP or RRIF established by or for the individual under which he or she is the beneficiary.

(i) "CSE" means the Canadian Securities Exchange.

(j) "Disability" means a medically determinable physical or mental impairment expected to result in death or to last for a continuous period of not less than 12 months, and which causes an individual to be unable to engage in any substantial gainful activity, or any other condition of impairment that the Committee, acting reasonably, determines constitutes a disability.

(k) "Employee" means:

(i) an individual who works full-time or part-time for the Company or any Subsidiary and such other individual as may, from time to time, be permitted by applicable Regulatory Rules to be granted Options as an employee or as an equivalent thereto; or

(ii) an individual who works for the Company or any Subsidiary either full-time or on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Company or any Subsidiary over the details and methods of work as an employee of the Company or any Subsidiary, but for whom income tax deductions are not made at source,

and includes:

(iii) a corporation wholly-owned by such individual; and

(iv) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

(l) "Executive" means an individual who is a director or officer of the Company or a Subsidiary, and includes:

(i) a corporation wholly-owned by such individual; and

(ii) any RRSP or RRIF established by or for such individual under which he or she is the beneficiary.

(m) "Exercise Notice" means the written notice of the exercise of an Option, in the form set out as Schedule "B" hereto, duly executed by the Option Holder.

(n) "Exercise Period" means the period during which a particular Option may be exercised and is the period from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however, that the Option has vested pursuant to the terms and conditions of this Plan and that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.

(o) "Exercise Price" means the price at which an Option is exercisable as determined in accordance with section 5.3.

(p) "Expiry Date" means the date the Option expires as set out in the Option Certificate or as otherwise determined in accordance with sections 5.4, 6.2, 6.3, 6.4 or 11.4.

(q) "Expiry Time" means the time the Option expires on the Expiry Date, which is 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date.

(r) "Grant Date" means the date on which the Committee grants a particular Option, which is the date the Option comes into effect provided however that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained.

(s) "Insider" means an insider as that term is defined in the Securities Act;

(t) "Option" means an incentive share purchase option granted pursuant to this Plan entitling the Option Holder to purchase Shares of the Company.

(u) "Option Certificate" means the agreement, in substantially the form set out as Schedule "A" hereto, evidencing the Option.

(v) "Option Holder" means a Person or Entity who holds an unexercised and unexpired Option or, where applicable, the Personal Representative of such person.

(w) "Outstanding Issue" means the number of Shares that are outstanding (on a non-diluted basis) immediately prior to the Share issuance or grant of Option in question.

(x) "Person or Entity" means an individual, natural person, corporation, government or political subdivision or agency of a government, and where two or more persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of an issuer, such partnership, limited partnership, syndicate or group shall be deemed to be a Person or Entity.

(y) "Personal Representative" means:

(i) in the case of a deceased Option Holder, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and

(ii) in the case of an Option Holder who for any reason is unable to manage his or her affairs, the person entitled by law to act on behalf of such Option Holder.

(z) "Plan" means this stock option plan as from time to time amended.

(aa) "Regulatory Approvals" means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of this Plan or for the Options granted from time to time hereunder.

(bb) "Regulatory Authorities" means all organized trading facilities on which the Shares are listed, and all securities commissions or similar securities regulatory bodies having jurisdiction over the Company, this Plan or the Options granted from time to time hereunder.

(cc) "Regulatory Rules" means all corporate and securities laws, regulations, rules, policies, notices, instruments and other orders of any kind whatsoever which may, from time to time, apply to the implementation, operation or amendment of this Plan or the Options granted from time to time hereunder including, without limitation, those of the applicable Regulatory Authorities.

(dd) "Securities Act" means the Securities Act (British Columbia), RSBC 1996, c.418 as from time to time amended.

(ee) "Share" or "Shares" means, as the case may be, one or more common shares without par value in the capital stock of the Company.

(ff) "Subsidiary" means a wholly-owned or controlled subsidiary corporation of the Company.

(gg) "Triggering Event" means:

(i) the proposed dissolution, liquidation or wind-up of the Company;

(ii) a proposed merger, amalgamation, arrangement or reorganization of the Company with one or more corporations as a result of which, immediately following such event, the shareholders of the Company as a group, as they were immediately prior to such event, are expected to hold less than a majority of the outstanding capital stock of the surviving corporation;

(iii) the proposed acquisition of all or substantially all of the issued and outstanding shares of the Company by one or more Persons or Entities;

(iv) a proposed Change of Control of the Company;

(v) the proposed sale or other disposition of all or substantially all of the assets of the Company; or

(vi) a proposed material alteration of the capital structure of the Company which, in the opinion of the Committee, is of such a nature that it is not practical or feasible to make

adjustments to this Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect.

(hh) "vest" or "vested" or "Vesting" means that portion of the Option granted to the Option Holder which is available to be exercised by the Option Holder at any time and from time to time.

1.2 Choice of Law

The Plan is established under, and the provisions of the Plan shall be subject to and interpreted and construed in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable therein without giving effect to the conflicts of laws principles thereof and without reference to the laws in any other jurisdiction. The Company and each Option Holder hereby attorn to the jurisdiction of the Courts of British Columbia.

1.3 Headings

The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

SECTION 2 GRANT OF OPTIONS

2.1 Grant of Options

The Committee shall, from time to time in its sole discretion, grant Options to such Persons or Entities and on such terms and conditions as are permitted under this Plan.

2.2 Record of Option Grants

The Administrator shall be responsible to maintain a record of all Options granted under this Plan and such record shall contain, in respect of each Option:

(a) the name and address of the Option Holder;

(b) the category (Executive, Employee or Consultant) under which the Option was granted to him, her or it;

(d) the number of Shares which may be acquired on the exercise of the Option and the Exercise Price of the Option;

(e) the vesting and other additional terms, if any, attached to the Option; and

(f) the particulars of each and every time the Option is exercised.

2.3 Effect of Plan

All Options granted pursuant to the Plan shall be subject to the terms and conditions of the Plan notwithstanding the fact that the Option Certificates issued in respect thereof do not expressly contain such terms and conditions but instead incorporate them by reference to the Plan.

SECTION 3

PURPOSE AND PARTICIPATION

3.1 Purpose of Plan

The purpose of the Plan is to provide the Company with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants, to incent such individuals to contribute toward the long term goals of the Company, and to encourage such individuals to acquire Shares of the Company as long term investments.

3.2 Participation in Plan

The Committee shall, from time to time and in its sole discretion, determine those Executives, Employees and Consultants, if any, to whom Options are to be granted.

3.3 Limits on Option Grants

The following limitations shall apply to the Plan and all Options thereunder:

(a) the maximum number of Shares which may be reserved for issuance to any one Option Holder under the Plan shall be subject to applicable Regulatory Rules; and

(b) with respect to section 5.1, the Expiry Date of an Option shall be no later than the tenth anniversary of the Grant Date of such Option;

and such limitation will not be an amendment to this Plan requiring the Option Holders consent under section 9.2 of this Plan.

3.4 Notification of Grant

Following the granting of an Option, the Administrator shall, within a reasonable period of time, notify the Option Holder in writing of the grant and shall enclose with such notice the Option Certificate representing the Option so granted. In no case will the Company be required to deliver an Option Certificate to an Option Holder until such time as the Company has obtained all necessary Regulatory Approvals for the grant of the Option.

3.5 Copy of Plan

Each Option Holder, concurrently with the notice of the grant of the Option, shall be provided with a copy of the Plan. A copy of any amendment to the Plan shall be promptly provided by the Administrator to each Option Holder.

3.6 Limitation on Service

The Plan does not give any Option Holder that is an Executive the right to serve or continue to serve as an Executive of the Company or any Subsidiary, nor does it give any Option Holder that is an Employee or Consultant the right to be or to continue to be employed or engaged by the Company or any Subsidiary.

3.7 No Obligation to Exercise

Option Holders shall be under no obligation to exercise Options granted under this Plan.

3.8 Agreement

The Company and every Option Holder granted an Option hereunder shall be bound by and subject to the terms and conditions of this Plan. By accepting an Option granted hereunder, the Option Holder has expressly agreed with the Company to be bound by the terms and conditions of this Plan. In the event that the Option Holder receives his, her or its Options pursuant to an oral or written agreement with the Company or a Subsidiary, whether such agreement is an employment agreement, consulting agreement or any other kind of agreement of any kind whatsoever, the Option Holder acknowledges that in the event of any inconsistency between the terms relating to the grant of such Options in that agreement and the terms attaching to the Options as provided for in this Plan, the terms provided for in this Plan shall prevail and the other agreement shall be deemed to have been amended accordingly.

3.9 Notice

Any notice, delivery or other correspondence of any kind whatsoever to be provided by the Company to an Option Holder will be deemed to have been provided if provided to the last home address, fax number or email address of the Option Holder in the records of the Company and the Company shall be under no obligation to confirm receipt or delivery.

3.10 Representation to CSE

As a condition precedent to the issuance of an Option, the Company must be able to represent to the CSE as of the Grant Date that the Option Holder is a bona fide Executive, Employee or Consultant of the Company or any Subsidiary.

SECTION 4 NUMBER OF SHARES UNDER PLAN

4.1 Number of Shares

Subject to adjustment as provided for herein, the aggregate number of Shares which will be available for purchase pursuant to Options granted pursuant to this Plan will not exceed 10% of the number of Shares which are issued and outstanding on the particular Grant Date. If any Option expires or otherwise terminates for any reason without having been exercised in full, the number of Shares in respect of such expired or terminated Option shall again be available for the purposes of granting Options pursuant to this Plan.

4.2 Fractional Shares

No fractional shares shall be issued upon the exercise of any Option and, if as a result of any adjustment, an Option Holder would become entitled to a fractional share, such Option Holder shall have the right to purchase only the next lowest whole number of Shares and no payment or other adjustment will be made for the fractional interest.

SECTION 5

TERMS AND CONDITIONS OF OPTIONS

5.1 Exercise Period of Option

Subject to sections 5.4, 6.2, 6.3, 6.4 and 11.4, the Grant Date and the Expiry Date of an Option shall be the dates fixed by the Committee at the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option.

5.2 Number of Shares Under Option

The number of Shares which may be purchased pursuant to an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option.

5.3 Exercise Price of Option

The Exercise Price at which an Option Holder may purchase a Share upon the exercise of an Option shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Exercise Price shall not be less than the price determined in accordance with CSE policies while the Company's Shares are listed on the CSE.

5.4 Termination of Option

Subject to such other terms or conditions that may be attached to Options granted hereunder, an Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time. The Expiry Date of an Option shall be the date so fixed by the Committee at the time the Option is granted as set out in the Option Certificate or, if no such date is set out in for the Option Certificate the applicable circumstances, the date established, if applicable, in paragraphs (a) or (b) below or sections 6.2, 6.3, 6.4, or 11.4 of this Plan:

(a) Ceasing to Hold Office - In the event that the Option Holder holds his or her Option as an Executive and such Option Holder ceases to hold such position other than by reason of death or Disability, the Expiry Date of the Option shall be, unless otherwise expressly provided for in the Option Certificate, the 90th day following the date the Option Holder ceases to hold such position unless the Option Holder ceases to hold such position as a result of:

(i) ceasing to meet the qualifications set forth in the corporate legislation applicable to the Company;

(ii) a special resolution having been passed by the shareholders of the Company removing the Option Holder as a director of the Company or any Subsidiary; or

(iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position; OR

(b) Ceasing to be Employed or Engaged - In the event that the Option Holder holds his or her Option as an Employee or Consultant, other than an Option Holder who is engaged in investor relations activities, and such Option Holder ceases to hold such position other than by reason of death or

Disability, the Expiry Date of the Option shall be, unless otherwise expressly provided for in the Option Certificate, the 90th day following the date the Option Holder ceases to hold such position, or, in the case of an Option Holder that is engaged in investor relations activities, the 30th day after the date such Option Holder ceases to hold such position, unless the Option Holder ceases to hold such position as a result of:

(i) termination for cause;

(ii) resigning or terminating his or her position; or

(iii) an order made by any Regulatory Authority having jurisdiction to so order;

in which case the Expiry Date shall be the date the Option Holder ceases to hold such position.

In the event that the Option Holder ceases to hold the position of Executive, Employee or Consultant for which the Option was originally granted, but comes to hold a different position as an Executive, Employee or Consultant prior to the expiry of the Option, the Committee may, in its sole discretion, choose to permit the Option to stay in place for that Option Holder with such Option then to be treated as being held by that Option Holder in his or her new position and such will not be considered to be an amendment to the Option in question requiring the consent of the Option Holder under section 9.2 of this Plan. Notwithstanding anything else contained herein, in no case will an Option be exercisable later than the Expiry Date of the Option.

5.5 Vesting of Option and Acceleration

The vesting schedule for an Option, if any, shall be determined by the Committee and shall be set out in the Option Certificate issued in respect of the Option. The Committee may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option in question requiring the consent of the Option Holder under section 9.2 of this Plan, subject to the limitation under subsection 3.3.

5.6 Additional Terms

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Committee may attach additional terms and conditions to the grant of a particular Option, such terms and conditions to be set out in a schedule attached to the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter in respect thereof, the provisions of this Plan and the records of the Company shall prevail over the terms and conditions in the Option Certificate, save and except as noted below. Each Option will also be subject to, in addition to the provisions of the Plan, the terms and conditions contained in the schedules, if any, attached to the Option Certificate for such Option. Should the terms and conditions contained in such schedules be inconsistent with the provisions of the Plan, such terms and conditions will supersede the provisions of the Plan.

SECTION 6 TRANSFERABILITY OF OPTIONS

6.1 Non-transferable

Except as provided otherwise in this Section 6 or expressly set out in an Option Certificate, Options are non-assignable and non-transferable.

10 -

6.2 Death of Option Holder

In the event of the Option Holder's death, any Options held by such Option Holder shall pass to the Personal Representative of the Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of six months following the date of death and the applicable Expiry Date.

6.3 Disability of Option Holder

If the employment or engagement of an Option Holder as an Employee or Consultant or the position of an Option Holder as a director or officer of the Company or a Subsidiary is terminated by the Company by reason of such Option Holder's Disability, any Options held by such Option Holder shall be exercisable by such Option Holder or by the Personal Representative on or before the date which is the earlier of six months following the termination of employment, engagement or appointment as a director or officer and the applicable Expiry Date.

6.4 Disability and Death of Option Holder

If an Option Holder has ceased to be employed, engaged or appointed as a director or officer of the Company or a Subsidiary by reason of such Option Holder's Disability and such Option Holder dies within six months after the termination of such engagement, any vested Options at the time an Option Holder ceased to be employed, engaged or appointed as a director or officer of the Company or a Subsidiary which remains exercisable may be exercised in accordance with its terms by the Personal Representative of such Option Holder and shall be exercisable by the Personal Representative on or before the date which is the earlier of six months following the death of such Option Holder and the applicable Expiry Date.

6.5 Vesting

Unless the Committee determines otherwise, Options held by or exercisable by a Personal Representative shall, during the period prior to their termination, continue to vest in accordance with any vesting schedule to which such Options are subject.

6.6 Deemed Non-Interruption of Engagement

Employment or engagement by the Company shall be deemed to continue intact during any military or sick leave or other bona fide leave of absence if the period of such leave does not exceed 90 days or, if longer, for so long as the Option Holder's right to re-employment or re-engagement by the Company is guaranteed either by statute or by contract. If the period of such leave exceeds 90 days and the Option Holder's re-employment or re-engagement is not so guaranteed, then his or her employment or engagement shall be deemed to have terminated on the ninety-first day of such leave.

SECTION 7

EXERCISE OF OPTION

7.1 Exercise of Option

An Option may be exercised only by the Option Holder or the Personal Representative of any Option Holder. An Option Holder or the Personal Representative of any Option Holder may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time by delivering to the Administrator the required Exercise Notice, the applicable Option Certificate and a certified cheque or bank draft payable to the Company in an amount equal to the aggregate Exercise Price

11 -

of the Shares then being purchased pursuant to the exercise of the Option. Notwithstanding anything else contained herein, Options may not be exercised during Black-Out unless the Committee determines otherwise. Notwithstanding any other provision of this Plan, the Exercise Period of Options that would expire during a Black-Out shall be extended to the date that is 10 business days following the expiry of the applicable Black-Out.

7.2 Issue of Share Certificates

As soon as reasonably practicable following the receipt of the Exercise Notice, the Administrator shall cause to be delivered to the Option Holder a certificate (or DRS) for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Administrator shall also provide a new Option Certificate for the balance of Shares available under the Option to the Option Holder concurrent with delivery of the Share certificate (or DRS).

7.3 No Rights as Shareholder

Until the date of the issuance of the certificate (or DRS) for the Shares purchased pursuant to the exercise of an Option, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to such Shares, notwithstanding the exercise of the Option, unless the Committee determines otherwise. In the event of any dispute over the date of the issuance of the certificate (or DRS), the decision of the Committee shall be final, conclusive and binding.

7.4 Tax Withholding and Procedures

Notwithstanding anything else contained in this Plan, the Company may, from time to time, implement such procedures and conditions as it determines appropriate with respect to the withholding and remittance of taxes imposed under applicable law, or the funding of related amounts for which liability may arise under such applicable law. Without limiting the generality of the foregoing, an Option Holder who wishes to exercise an Option must, in addition to following the procedures set out in section 7.1 and elsewhere in this Plan, and as a condition of exercise:

(a) deliver a certified cheque, wire transfer or bank draft payable to the Company for the amount determined by the Company to be the appropriate amount on account of such taxes or related amounts; or

(b) otherwise ensure, in a manner acceptable to the Company (if at all) in its sole and unfettered discretion, that the amount will be securely funded;

and must in all other respects follow any related procedures and conditions imposed by the Company.

SECTION 8 ADMINISTRATION

8.1 Board or Committee

The Plan shall be administered by the Board, by a Committee of the Board appointed in accordance with section 8.2 below, or by an Administrator appointed in accordance with subsection 8.4(b).

12 -

8.2 Appointment of Committee

The Board may at any time appoint a Committee, consisting of not less than two of its members, to administer the Plan on behalf of the Board in accordance with such terms and conditions as the Board may prescribe, consistent with this Plan. Once appointed, the Committee shall continue to serve until otherwise directed by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

8.3 Quorum and Voting

A majority of the members of the Committee shall constitute a quorum and, subject to the limitations in this Section 8, all actions of the Committee shall require the affirmative vote of members who constitute a majority of such quorum. Members of the Committee may vote on any matters affecting the administration of the Plan or the grant of Options pursuant to the Plan, except that no such member shall act upon the granting of an Option to himself or herself (but any such member may be counted in determining the existence of a quorum at any meeting of the Committee during which action is taken with respect to the granting of Options to that member). The Committee may approve matters by written resolution signed by a majority of the quorum.

8.4 Powers of Committee

The Committee (or the Board if no Committee is in place) shall have the authority to do the following:

(a) administer the Plan in accordance with its terms;

(b) appoint or replace the Administrator from time to time;

(d) correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

(e) prescribe, amend, and rescind rules and regulations relating to the administration of the Plan;

(f) determine the duration and purposes of leaves of absence from employment or engagement by the Company which may be granted to Option Holders without constituting a termination of employment or engagement for purposes of the Plan;

(g) do the following with respect to the granting of Options:

(i) determine the Executives, Employees or Consultants to whom Options shall be granted, based on the eligibility criteria set out in this Plan;

(ii) determine the terms of the Option to be granted to an Option Holder including, without limitation, the Grant Date, Expiry Dates, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option);

13 -

(iii) subject to any necessary Regulatory Approvals and section 9.2, amend the terms of any Options;

(iv) determine when Options shall be granted; and

(v) determine the number of Shares subject to each Option;

(h) accelerate the vesting schedule of any Option previously granted, subject always to the limitation in subsection 3.3; and

(i) make all other determinations necessary or advisable, in its sole discretion, for the administration of the Plan.

8.5 Administration by Committee

All determinations made by the Committee in good faith shall be final, conclusive and binding upon all persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under this Plan.

8.6 Interpretation

The interpretation by the Committee of any of the provisions of the Plan and any determination by it pursuant thereto shall be final, conclusive and binding and shall not be subject to dispute by any Option Holder. No member of the Committee or any person acting pursuant to authority delegated by it hereunder shall be personally liable for any action or determination in connection with the Plan made or taken in good faith and each member of the Committee and each such person shall be entitled to indemnification with respect to any such action or determination in the manner provided for by the Company.

SECTION 9 APPROVALS AND AMENDMENT

9.1 Shareholder Approval of Plan

If required by a Regulatory Authority or by the Committee, this Plan may be made subject to the approval of a majority of the votes cast at a meeting of the shareholders of the Company or by a majority of votes cast by disinterested shareholders at a meeting of shareholders of the Company. Any Options granted under this Plan will not be exercisable or binding on the Company unless and until such shareholder approval is obtained.

9.2 Amendment of Option or Plan

Subject to any required Regulatory Approvals, the Committee may from time to time amend any existing Option or the Plan or the terms and conditions of any Option thereafter to be granted provided that where such amendment relates to an existing Option and it would:

(a) materially decrease the rights or benefits accruing to an Option Holder; or

(b) materially increase the obligations of an Option Holder;

then, unless otherwise excepted out by a provision of this Plan, the Committee must also obtain the written consent of the Option Holder in question to such amendment. If at the time the Exercise Price of

14 -

an Option is reduced the Option Holder is an Insider of the Company, the Insider must not exercise the option at the reduced Exercise Price until the reduction in Exercise Price has been approved by the disinterested shareholders of the Company.

SECTION 10

CONDITIONS PRECEDENT TO ISSUANCE OF OPTIONS AND SHARES

10.1 Compliance with Laws

An Option shall not be granted or exercised, and Shares shall not be issued pursuant to the exercise of any Option, unless the grant and exercise of such Option and the issuance and delivery of such Shares comply with all applicable Regulatory Rules, and such Options and Shares will be subject to all applicable trading restrictions in effect pursuant to such Regulatory Rules and the Company shall be entitled to legend the Option Certificates and the certificate (or DRS) representing such Shares accordingly.

10.2 Obligation to Obtain Regulatory Approvals

In administering this Plan, the Committee will seek any Regulatory Approvals which may be required. The Committee will not permit any Options to be granted without first obtaining the necessary Regulatory Approvals unless such Options are granted conditional upon such Regulatory Approvals being obtained. The Committee will make all filings required with the Regulatory Authorities in respect of the Plan and each grant of Options hereunder. No Option granted will be exercisable or binding on the Company unless and until all necessary Regulatory Approvals have been obtained. The Committee shall be entitled to amend this Plan and the Options granted hereunder in order to secure any necessary Regulatory Approvals and such amendments will not require the consent of the Option Holders under section 9.2 of this Plan.

10.3 Inability to Obtain Regulatory Approvals

The Company's inability to obtain Regulatory Approval from any applicable Regulatory Authority, which Regulatory Approval is deemed by the Committee to be necessary to complete the grant of Options hereunder, the exercise of those Options or the lawful issuance and sale of any Shares pursuant to such Options, shall relieve the Company of any liability with respect to the failure to complete such transaction.

SECTION 11

ADJUSTMENTS AND TERMINATION

11.1 Termination of Plan

Subject to any necessary Regulatory Approvals, the Committee may terminate or suspend the Plan.

11.2 No Grant During Suspension of Plan

No Option may be granted during any suspension, or after termination, of the Plan. Suspension or termination of the Plan shall not, without the consent of the Option Holder, alter or impair any rights or obligations under any Option previously granted.

15 -

11.3 Alteration in Capital Structure

If there is a material alteration in the capital structure of the Company and the Shares are consolidated, subdivided, converted, exchanged, reclassified or in any way substituted for, the Committee shall make such adjustments to this Plan and to the Options then outstanding under this Plan as the Committee determines to be appropriate and equitable under the circumstances, so that the proportionate interest of each Option Holder shall, to the extent practicable, be maintained as before the occurrence of such event. Such adjustments may include, without limitation:

(a) a change in the number or kind of shares of the Company covered by such Options; and
(b) a change in the Exercise Price payable per Share provided, however, that the aggregate Exercise Price applicable to the unexercised portion of existing Options shall not be altered, it being intended that any adjustments made with respect to such Options shall apply only to the Exercise Price per Share and the number of Shares subject thereto.

For purposes of this section 11.3, and without limitation, neither:

(c) the issuance of additional securities of the Company in exchange for adequate consideration (including services); nor
(d) the conversion of outstanding securities of the Company into Shares shall be deemed to be material alterations of the capital structure of the Company.

Any adjustment made to any Options pursuant to this section 11.3 shall not be considered an amendment requiring the Option Holder's consent for the purposes of Section 9.2 of this Plan.

11.4 Triggering Events

Subject to the Company complying with section 11.5 and any necessary Regulatory Approvals and notwithstanding any other provisions of this Plan or any Option Certificate, the Committee may, without the consent of the Option Holder or Holders in question:

(a) cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a Triggering Event; or
(b) cause all or a portion of any of the Options granted under the Plan to be exchanged for incentive stock options of another corporation upon the occurrence of a Triggering Event in such ratio and at such exercise price as the Committee deems appropriate, acting reasonably.

Such termination or exchange shall not be considered an amendment requiring the Option Holder's consent for the purpose of section 9.2 of the Plan.

11.5 Notice of Termination by Triggering Event

In the event that the Committee wishes to cause all or a portion of any of the Options granted under this Plan to terminate on the occurrence of a Triggering Event, it must give written notice to the Option Holders in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Option Holder the opportunity to exercise the vested portion of the Options prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Company proposes to terminate shall become

16 -

immediately exercisable notwithstanding any contingent vesting provision to which such Options may have otherwise been subject.

11.6 Determinations to be Made By Committee

Adjustments and determinations under this Section 11 shall be made by the Committee, whose decisions as to what adjustments or determination shall be made, and the extent thereof, shall be final, binding, and conclusive.

SCHEDULE "A"

[Any applicable securities law resale restrictions to be added hereto.]

AMERICAN PACIFIC MINING CORP.
STOCK OPTION AGREEMENT

THIS AGREEMENT made as of the ● day of ●, 201●.

BETWEEN:

●, of [Address]

(the "Optionee")

AND:

American Pacific Mining Corp., a company validly existing under the laws of British Columbia and having its head office at Suite 1500 – 1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5

(the "Company")

WHEREAS:

A. The common shares of the Company are listed on the Canadian Securities Exchange (the "CSE") and the Company is a reporting issuer in, among other provincial jurisdictions in Canada, the provinces of British Columbia and Ontario Securities Commissions (the "Commissions");

B. In accordance with the Company's Stock Option Plan (the "Plan"), the Directors of the Company have authorized the grant of options to purchase shares in the capital stock of the Company to the Optionee;

C. This Agreement is made and entered into pursuant to and in accordance with the Plan.

NOW THEREFORE THIS AGREEMENT WITNESSES:

DEFINITION

In this Agreement, all terms used herein and which are defined in the Plan will have the same meanings as assigned to them in the Plan.

GRANTING OF OPTION

The Company hereby grants to the Optionee a non-assignable, non-transferable option to purchase ● Shares (the "Option") at a price of $0.● per Share (the "Option Price").

EXERCISE OF OPTION

The Option, or any part thereof, may be exercised by the Optionee at any time and from time to time, until and including $\bullet$ , $20\bullet$ , by notice in writing to the Company to that effect, provided that the Option will only vest, and therefore may only be exercised over time, in accordance with the following vesting schedule:

Date	Number of Shares Vesting	Total number of Shares Vested
●, 201●	●	●
●, 201●	●	●
●, 201●	●	●
●, 201●	●	●

Any such notice given to the Company (an "Exercise Notice") will specify the number of Shares with respect to which the Option is then being exercised and will be accompanied by a certified cheque, bank draft or money order in favour of the Company in full payment of the Option Price for the number of Shares then being purchased.

DELIVERY OF SHARE CERTIFICATE

The Company will, within three (3) business days after receipt of an Exercise Notice, deliver to the Optionee a certificate (or DRS) representing the number of Shares with respect to which the Option was exercised and issued as of the date of the Exercise Notice.
An Exercise Notice will be deemed to have been given, if delivered, on the date of delivery, or if mailed, on the third $(3^{\mathrm{rd}})$ day after the date of mailing in any post office in Canada. A mailed Exercise Notice will be sent by prepaid registered mail addressed to the Company at its head office from time to time.

OPTION ONLY

Nothing herein contained or done pursuant hereto will obligate the Optionee to purchase and/or pay for any Shares, except those Shares in respect of which the Optionee has exercised all or any part of the Option granted hereunder.
The Optionee will not have any rights whatsoever as a shareholder of the Company or the holder of any of the Shares optioned hereunder other than in respect of optioned Shares for which the Optionee has exercised all or any part of the Option granted hereunder and which have been taken up and paid for in full.

INCORPORATION OF TERMS AND CONDITIONS OF PLAN

The Option has been granted in accordance with and subject to the terms and conditions of the Plan, all of which are incorporated herein by reference as fully as if each and every such term and condition were set forth in this agreement.

TIME OF THE ESSENCE

Time is and will be of the essence of this agreement.

SUCCESSORS

This agreement will ensure to the benefit of and be binding upon the heirs, executors and administrators of the Optionee and the successors and assigns of the Company.

IN WITNESS WHEREOF this Option Agreement has been executed by the parties hereto on the day and year first above written.

SIGNED, SEALED and DELIVERED by
«Name» in the presence of:

Name

Address

Occupation

«Name»

AMERICAN PACIFIC MINING CORP.

Per:

Authorized Signatory

SCHEDULE "B"

NOTICE OF EXERCISE OF OPTION

TO: The Administrator, Stock Option Plan
American Pacific Mining Corp. (the "Company")
910 – 510 Burrard Street
Vancouver, British Columbia, V6C 3A8

The undersigned hereby irrevocably gives notice, pursuant to the Company’s Stock Option Plan (the “Plan”), of the exercise of the Option to acquire and hereby subscribes for (cross out inapplicable item):

(a) all of the Common Shares; or
(b) _______ of the Common Shares;

which are the subject of the Option Certificate attached hereto.

The undersigned tenders herewith a certified cheque or bank draft payable to “American Pacific Mining Corp.” in an amount equal to the aggregate Exercise Price of the aforesaid Common Shares exercised and directs the Company to issue the certificate (or DRS) evidencing said Common Shares in the name of the undersigned to be mailed to the undersigned at the following address:

By executing this Notice of Exercise of Option the undersigned hereby confirms that the undersigned has read the Plan and agrees to be bound by the provisions of the Plan. All terms not otherwise defined in this Notice of Exercise of Option shall have the meanings given to them under the Plan.

DATED the _ day of ___, 201●.

Signature of Option Holder

H-1

APPENDIX H

AUDIT COMMITTEE CHARTER OF NEW APM AFTER THE ARRANGEMENT

See attached.

AMERICAN PACIFIC MINING
CORP. (the “Company”)

AUDIT COMMITTEE CHARTER

Mandate

The audit committee of the company (the “Audit Committee”) will assist the board of directors (the “Board”) in fulfilling its financial oversight responsibilities. The Audit Committee will review and consider in consultation with the auditors the financial reporting process, the system of internal control and the audit process. In performing its duties, the Audit Committee will maintain effective working relationships with the Board, management, and the external auditors. To effectively perform his or her role, each Audit Committee member must obtain an understanding of the principal responsibilities of Audit Committee membership as well and the Company’s business, operations and risks.

Composition

The Board will appoint from among their membership an Audit Committee after each annual general meeting of the shareholders of the Company. The Audit Committee will consist of a minimum of three directors.

2.1 Independence

A majority of the members of the Audit Committee must not be officers, employees or control persons of the Company.

2.2 Expertise of Committee Members

Each member of the Audit Committee must be financially literate or must become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the Audit Committee must have accounting or related financial management expertise. The Board shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall conclude whether a director meets these qualifications.

Meetings

The Audit Committee shall meet in accordance with a schedule established each year by the Board, and at other times that the Audit Committee may determine. The Audit Committee shall meet at least annually with the Company’s chief financial officer and external auditors in separate executive sessions.

Roles and Responsibilities

The Audit Committee shall fulfill the following roles and discharge the following responsibilities:

4.1 External Audit

The Audit Committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting and audit scope or procedures. In carrying out this duty, the Audit Committee shall:

(b) review (by discussion and enquiry) the external auditors’ proposed audit scope and approach;

17 -

(c) review the performance of the external auditors and recommend to the Board the appointment or discharge of the external auditors;

(d) review and recommend to the Board the compensation to be paid to the external auditors; and

(e) review and confirm the independence of the external auditors by reviewing the non-audit services provided and the external auditors’ assertion of their independence in accordance with professional standards.

4.2 Internal Control

The Audit Committee shall consider whether adequate controls are in place over annual and interim financial reporting as well as controls over assets, transactions and the creation of obligations, commitments and liabilities of the Company. In carrying out this duty, the Audit Committee shall:

(a) evaluate the adequacy and effectiveness of management’s system of internal controls over the accounting and financial reporting system within the Company; and

(b) ensure that the external auditors discuss with the Audit Committee any event or matter which suggests the possibility of fraud, illegal acts or deficiencies in internal controls.

4.3 Financial Reporting

The Audit Committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the Audit Committee shall:

General

(a) review significant accounting and financial reporting issues, especially complex, unusual and related party transactions; and

(b) review and ensure that the accounting principles selected by management in preparing financial statements are appropriate.

Annual Financial Statements

(a) review the draft annual financial statements and provide a recommendation to the Board with respect to the approval of the financial statements;

(b) meet with management and the external auditors to review the financial statements and the results of the audit, including any difficulties encountered; and

Interim Financial Statements

(a) review and approve the interim financial statements prior to their release to the public; and

(b) review management’s discussion & analysis respecting the interim reporting period prior to its release to the public.

Release of Financial Information

(a) where reasonably possible, review and approve all public disclosure, including news releases, containing financial information, prior to its release to the public.

18 -

4.4 Non-Audit Services

All non-audit services (being services other than services rendered for the audit and review of the financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements) which are proposed to be provided by the external auditors to the Company or any subsidiary of the Company shall be subject to the prior approval of the Audit Committee.

Delegation of Authority

(a) The Audit Committee may delegate to one or more independent members of the Audit Committee the authority to approve non-audit services, provided any non-audit services approved in this manner must be presented to the Audit Committee at its next scheduled meeting.

De-Minimis Non-Audit Services

(a) The Audit Committee may satisfy the requirement for the pre-approval of non-audit services if:

(ii) the services are brought to the attention of the Audit Committee and approved, prior to the completion of the audit, by the Audit Committee or by one or more of its members to whom authority to grant such approvals has been delegated.

Pre-Approval Policies and Procedures

(a) The Audit Committee may also satisfy the requirement for the pre-approval of non-audit services by adopting specific policies and procedures for the engagement of non-audit services, if:

(i) the pre-approval policies and procedures are detailed as to the particular service;

(ii) the Audit Committee is informed of each non-audit service; and

(iii) the procedures do not include delegation of the Audit Committee's responsibilities to management.

4.5 Other Responsibilities

The Audit Committee shall:

(a) establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters;

(b) establish procedures for the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;

(c) ensure that significant findings and recommendations made by management and external auditor are received and discussed on a timely basis;

(d) review the policies and procedures in effect for considering officers' expenses and perquisites;

(e) perform other oversight functions as requested by the Board; and

(f) review and update this Charter and receive approval of changes to this Charter from the Board.

19 -

4.6 Reporting Responsibilities

The Audit Committee shall regularly update the Board about Audit Committee activities and make appropriate recommendations.

5. Resources and Authority of the Audit Committee

The Audit Committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to:

(a) engage independent counsel and other advisors as it determines necessary to carry out its duties;
(b) set and pay the compensation for any advisors employed by the Audit Committee; and
(c) communicate directly with the internal and external auditors.

6. Guidance – Roles & Responsibilities

The following guidance is intended to provide the Audit Committee members with additional guidance on fulfilment of their roles and responsibilities on the committee:

6.1 Internal Control

(a) evaluate whether management is setting the goal of high standards by communicating the importance of internal control and ensuring that all individuals possess an understanding of their roles and responsibilities;
(b) focus on the extent to which external auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of an IT systems breakdown; and
(c) gain an understanding of whether internal control recommendations made by external auditors have been implemented by management.

6.2 Financial Reporting

General

(a) review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements;
(b) ask management and the external auditors about significant risks and exposures and the plans to minimize such risks; and
(c) understand industry best practices and the Company’s adoption of them.

Annual Financial Statements

(a) review the annual financial statements and determine whether they are complete and consistent with the information known to committee members, and assess whether the financial statements reflect appropriate accounting principles in light of the jurisdictions in which the Company reports or trades its shares;
(b) pay attention to complex and/or unusual transactions such as restructuring charges and derivative disclosures;

20 -

(c) focus on judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of loan losses; warranty, professional liability; litigation reserves; and other commitments and contingencies;

(d) consider management’s handling of proposed audit adjustments identified by the external auditors; and

(e) ensure that the external auditors communicate all required matters to the committee.

Interim Financial Statements

(a) be briefed on how management develops and summarizes interim financial information, the extent to which the external auditors review interim financial information;

(b) meet with management and the auditors, either telephonically or in person, to review the interim financial statements; and

(c) to gain insight into the fairness of the interim statements and disclosures, obtain explanations from management on whether:

(i) actual financial results for the quarter or interim period varied significantly from budgeted or projected results;

(ii) changes in financial ratios and relationships of various balance sheet and operating statement figures in the interim financial statements are consistent with changes in the company’s operations and financing practices;

(iii) generally accepted accounting principles have been consistently applied;

(iv) there are any actual or proposed changes in accounting or financial reporting practices;

(v) there are any significant or unusual events or transactions;

(vi) the Company’s financial and operating controls are functioning effectively;

(vii) the Company has complied with the terms of loan agreements, security indentures or other financial position or results dependent agreement; and

(viii) the interim financial statements contain adequate and appropriate disclosures.

6.3 Compliance with Laws and Regulations

(a) periodically obtain updates from management regarding compliance with this policy and industry “best practices”;

(b) be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements; and

6.4 Other Responsibilities

(a) review, with the Company’s counsel, any legal matters that could have a significant impact on the Company’s financial statements.

AI assistant

American Pacific Mining Corp. — Proxy Solicitation & Information Statement 2026

47525_rns_2026-01-26_837bb0dd-83c8-40e9-b465-a1f64206ed6d.pdf

Voting

NOTICE OF MEETING

FREQUENTLY ASKED QUESTIONS ABOUT THE ARRANGEMENT AND THE MEETING

Q: What am I voting on?

Q: When and where is the Meeting?

Q: Who is soliciting my proxy?

Q: Who can attend and vote at the Meeting and what is the quorum for the Meeting?

Q: Who is entitled to receive the ICG Distribution Shares?

TABLE OF CONTENTS

APPENDICES

INFORMATION CONTAINED IN THIS INFORMATION CIRCULAR

Information Contained in this Circular Regarding ICG

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISKS

CURRENCY AND EXCHANGE RATES

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

GLOSSARY OF TERMS

SUMMARY

The Meeting and Record Date

Purpose of the Meeting

Background to the Arrangement

The Arrangement

Background to the Arrangement

Reasons for the Arrangement

Recommendation of the APM Board

Fairness Opinion

Voting Agreements

Treatment of Other Securities

New APM (APM After the Arrangement)

ICG

Conditions to the Arrangement

Amendment and Termination of the Arrangement Agreement and Plan of Arrangement

Procedure for Exchange of APM Shares and ICG Shares

Procedure for Exchange of APM Options

Right to New APM Shares and ICG Shares

Dissent Rights

Summary of Certain Canadian Federal Income Tax Considerations

No Opinion, Advice or Representation as to U.S. Federal Income Tax Consequences

Court Approval

Regulatory Law Matters and Securities Law Matters

Canadian Securities Laws Matters

United States Securities Laws Matters

Risk Factors

Solicitation of Proxies

How a Vote is Passed

Who can vote?

What is a Proxy?

Appointing a Proxyholder

Instructing your Proxy and Exercise of Discretion by your Proxy

Revocability of Proxy

Voting by APM Shareholders

Non-Registered Holders

THE ARRANGEMENT

Principal Steps of the Arrangement

Background to the Arrangement

Recommendation of the APM Board

Treatment of Other Securities

Fairness Opinion

Assumptions

Limitation and Qualification

Scope of Review

Approach to Fairness

Independence of Evans & Evans

Evans & Evans Conclusion

Approval of the Arrangement Resolution

Voting Agreements

Completion of the Arrangement

Procedure for Exchange of APM Shares and ICG Shares

Lost Certificates

Procedure for Exchange of APM Options

No Fractional Shares or Options to be Issued

Effects of the Arrangement on APM Shareholders' Rights

Court Approval of the Arrangement

Interim Order

Final Order

Regulatory Approvals

CSE Requirements, Regulatory Law and Securities Law Matters

Canadian Securities Laws Matters

American Pacific Mining Corp. Proxy Solicitation & Information Statement 2026