Vancouver, British Columbia--(Newsfile Corp. - January 29, 2026) - ICG Silver & Gold Ltd. ("ICG" or the "Company") is pleased to announce its intention to complete a Subscription Receipt Offering, for total gross proceeds of approximately $2,500,000 (the "Subscription Receipt Offering"). The Subscription Receipt Offering will be conducted in conjunction with ICG's go-public process and listing (the "Listing") on the Canadian Securities Exchange (the "CSE").
Subscription Receipt OfferingICG 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 $2,500,000 (the "Subscription Receipt Offering"). All subscription funds will be held in escrow by an escrow agent pending the satisfaction of certain escrow release conditions, including conditional approval of the Listing and the satisfaction of all conditions precedent to the Arrangement (as described below) (the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, 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"). Each whole warrant will be exercisable into one ICG Share at a price of $0.50 for a period of 24 months from the listing date. 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, exercisable into one ICG Share at a price of $0.50 for a period of 24 months from the listing date (the "Compensation Warrants"). ICG may choose to complete a concurrent unit financing (the "Unit Financing") on the same terms as the Subscription Receipt offering, which would be eligible for registered accounts.
The Company intends to use the net proceeds from the Offering for exploration and development of the Tuscarora District, to complete a public listing on the CSE and for general corporate purposes. Closing of the Subscription Receipt Offering is expected to occur on or about February 18, 2026. Books may close without warning.
The securities of the Company referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities of the Company may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of any offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Go-Public UpdateOn December 8, 2025, ICG announced it has signed a Definitive Agreement (the "Arrangement") to acquire the Tuscarora District from American Pacific Mining Corp. ("American Pacific"), a consolidated, highly prospective, epithermal precious-metals district with a history of high-grade gold and silver production (see December 8, 2025 news release). The Tuscarora District benefits from extensive historical work, road access and nearby infrastructure, providing ICG with an excellent platform for value creation through modern exploration and targeted drilling.
ICG is pleased to announce that as of January 23, 2026, American Pacific filed its information circular (the "Circular") in connection with the Definitive Agreement. A meeting of American Pacific shareholders will be held on February 25, 2026 (see January 26, 2026 news release for details). Additionally, ICG is pleased to announce that it has applied to list its common shares on the CSE and that its application is currently under review. ICG can make no assurances with respect to a timeline, whether or not its listing application will be approved nor any comments the CSE may have.
Corporate UpdateICG has been diligently planning its Phase 1 exploration program at the Tuscarora District, expected to commence in Q2 2026 and subject to achieving its public listing. ICG has published a 43-101 compliant Technical Report, titled "NI 43-101 Technical Report - Tuscarora Project - Elko County, Nevada, USA", dated January 5, 2026, which is currently available on the Company's website, www.icgsilverandgold.com.
The team has been consolidating six decades worth of historical exploration work and data done on the project, which includes but is not limited to: over 25,000 meters of reverse circulation and core drilling, over 3,200 soil samples, over 1,500 rock chip samples, over 125 CSAMT line kilometers covering most of the 10,000-acre land package, gravity surveys, ground and aerial magnetic surveys, orthophoto, LiDAR, among other data sources. This information is currently being combined into maps and models which will help ICG define its drill targets for Q2 2026. A further update on the Phase 1 exploration plan will be provided at a later date.
ICG Silver & Gold - The Right Team, at the Right TimeICG believes that is has amassed a strong team with an industry-leading mix of geological expertise, local capability, and capital markets pedigree to execute on the proposed business plan briefly discussed above.
Jeff Swinoga - Executive Chair of the BoardMr. Swinoga is a highly accomplished mining executive with over 27 years of mining industry experience in the areas of capital markets, project advancement, development and project construction. He recently was 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 EI 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 Barrick's key growth gold projects, Bulyanhulu and Veladero.
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.
Gary Baschuk - Independent DirectorMr. Baschuk has over 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.
Erik Sloane - Independent DirectorMr. 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.
Steven Sirbovan - President, Chief Executive Officer, DirectorMr. Sirbovan is a seasoned capital markets professional with over 13 years of experience in investment banking, private equity, and corporate development. He has advised and raised capital for high-growth companies under $100 million in market cap, most recently as a Director of Investment Banking at Echelon Capital Markets (now Ventum Financial). There, he co-led the Origination group and executed financings and M&A transactions worth approximately $500 million.
Mr. Sirbovan brings valuable jurisdictional experience to ICG from his tenure at Waterton Global Resource Management, a leading mining-focused private equity firm, where he was part of the Investment Origination team evaluating projects across Nevada and Arizona.
Mr. Sirbovan has a strong track record in structuring complex go-public transactions. He was instrumental in leading multiple reverse takeovers and oversubscribed financings in 2021 and 2022, securing millions in growth capital for early-stage issuers. He is also the Founder of Blink Capital Corp., a capital markets advisory firm. Mr. Sirbovan is a graduate of the Ivey Business School at Western University and St. Andrew's College.
Will Avery - Chief Financial OfficerMr. 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.
Korbon McCall - Vice President of ExplorationMr. 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 a Master's in Business Administration.
The team is exceptionally motivated to advance the Tuscarora District and looks forward to providing additional updates in the near future.
About ICG Silver & Gold Ltd.ICG Silver & Gold Ltd. is a new mineral exploration and development company advancing the Tuscarora District in northern Nevada. The Company's strategy is centered on:
The Tuscarora District is a silver-gold epithermal system located on the Carlin Trend, approximately one hour northwest of Elko, Nevada. Upon closing of the transaction to acquire Tuscarora from American Pacific Mining, ICG will control 100% of the approximately 8,000-acre land package, which has had extensive rock chip sampling, thousands of meters of reverse circulation 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 and 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.
On Behalf of ICG Silver & Gold Ltd. Board of Directors:
Steven Sirbovan, President, CEO & Director Corporate Office: Suite 1500 - 1055 West Georgia Street, Vancouver, BC, V6E 4N7, Canada
Investor relations contact:Kristina Pillon, High Tide Consulting Corp., 604.908.1695 / [email protected]
The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release.
Forward-Looking Information
This press release contains certain forward-looking statements or forward-looking information under applicable securities legislation. Such forward looking statements or information are used in this press release for the purpose of providing information about management's current expectations and plans relating to the future development and performance of the Company's business. This press release contains forward-looking information including: the proposed Subscription Receipt Financing and the use of proceeds therefrom; the proposed Listing on the CSE; and expectations about the Company's business plan and operational forecast generally. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "budget", "plan", "estimate", "expect", "forecast", "may", "will", "project", "potential", "target", "intend", "could", "might", "should", "believe" and similar expressions.
Forward-looking statements are based on the opinions, assumptions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. Although management believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information or forward-looking statements. Some of the risks and other factors that could cause results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the Arrangement is subject to conditions, including shareholder approval and completion of sufficient financing; the Listing remains subject to approval by the CSE; resource exploration and development is a speculative business; general economic conditions in Canada, the United States and globally, including the impact of inflation and increasing interest rates on consumer and capital markets generally; industry conditions including fluctuations in the price of commodities; competition in the mining industry; governmental and environmental regulation of the mining industry; unanticipated operating events; delay, difficulty or failure to receive necessary regulatory approvals in one or more jurisdictions; the availability of capital on acceptable terms; timing of capital expenditures; failure to realize anticipated benefits of acquisitions and dispositions; exchange rate and interest rate fluctuations, adverse regulatory and governmental changes; the impact of geopolitical events on the supply and demand for the Company's resources, and other risks inherent in mineral exploration operations.
All subsequent forward-looking statements or information, whether written or oral, attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward- looking statements or information are made as at the date of this press release and the Company does not undertake any obligation to update, publicly or otherwise, or to revise any of the forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
For additional information regarding the Company and related risk factors, refer to Appendix F of the Management Information Circular of American Pacific Mining Corp. ("APM") dated January 23, 2026, which is available under APM's profile at www.sedarplus.ca.
All dollar amounts stated in this press release are expressed in Canadian currency, except where otherwise indicated.
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