Mr. Harry Chew reports
ARCTIC FOX CLOSES PRIVATE PLACEMENT AND DEBT SETTLEMENT AND UPSIZES PRIVATE PLACEMENT
Arctic Fox Lithium Corp. has closed its non-brokered private placement of 1.8 million units at a price of 10 cents per unit for gross proceeds of $180,000.
Under the first tranche, each unit consisted of one common share and one share purchase warrant. Each warrant entitles the holder to acquire one additional share at a price of 12 cents for a period of 24 months from the date of issuance. The proceeds from the first tranche will be used for general working capital purposes. All securities issued pursuant to the first tranche are subject to a hold period of four months plus one day in accordance with applicable securities laws. No finders' fees were paid in connection with the first tranche.
The company also announced that due to strong demand, it has upsized the private placement for aggregate gross proceeds of up to $500,000 in units. Each unit will consist of one share and one warrant, on the same terms as the first tranche.
Share consolidation
Further to the company's press release dated Nov. 13, 2025, it has completed the consolidation of its issued and outstanding common shares on the basis of one new common share for every 10 existing common shares. The company believes the consolidation will help position the company to appeal to a broader base of investors and enhance its capital markets profile. Trading on a postconsolidated basis began on Nov. 18, 2025, with the name and ticker symbol remaining unchanged.
Debt settlement
The company further announces it has settled its outstanding debts owed to certain arm's-length creditors totalling an aggregate of $349,935. Pursuant to the settlement agreements entered into with each of the creditors, the company issued an aggregate of 3,499,349 common shares at a deemed price of 10 cents per debt settlement share. The board of directors of the company determined that it is in the best interests of the company to complete the debt settlement in order to preserve the company's cash for working capital. The issuance of an aggregate of 1,753,249 debt settlement shares, directly or indirectly, to certain insiders of the company, constitutes a related party transaction as such term is defined in Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions, requiring the company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval, of the related party transaction. Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as neither the fair market value of such debt settlement shares nor the debt exceeds 25 per cent of the company's market capitalization.
About Arctic Fox Lithium Corp.
Arctic Fox Lithium is a junior mineral exploration company focused on the acquisition and development of mineral properties containing battery, base and precious metals. The company's 2,756-hectare Pontax North lithium project is located 12 kilometres south of Allkem Ltd. James Bay lithium project and 12 km north of Stria Lithium Inc.'s (Canadian Securities Exchange: SRA) Pontax lithium project, located in Northern Quebec, approximately 130 kilometres east of the Eastmain Cree Nation's community. The company is currently planning a second-phase exploration program at Pontax North and continues to evaluate accretive opportunities across the rare-earth element and broader critical minerals sectors to complement and expand its project portfolio.
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