Mr. Stephen Case reports
FOX RIVER OBTAINS SECURITYHOLDER APPROVAL FOR PLAN OF ARRANGEMENT WITH AVENIR MINERALS LIMITED
At Fox River Resources Corp.'s special meeting of the holders of common shares of the company and the holders of options to purchase common shares held earlier today, the securityholders approved a special resolution, approving the previously announced plan of arrangement, as amended in accordance with the interim order of the Ontario Superior Court of Justice (Commercial List), as amended, pursuant to which Avenir Minerals Ltd. will acquire all of the issued and outstanding common shares (other than common shares held by Avenir or any of its affiliates) for cash consideration of $1.10 for each common share held.
Voting results
The arrangement resolution was required to be approved by an affirmative vote of at least: (i) two-thirds (66-2/3rds per cent) of the votes cast on the arrangement resolution by shareholders and optionholders, voting as a single class with one vote for each common share and option held; and (ii) a simple majority of the votes cast on the arrangement resolution by shareholders, excluding any votes cast in respect of any common shares by any person required to be excluded in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.
The attached table is a summary of the votes cast on the arrangement resolution.
Final order and anticipated closing date
Fox River will seek a final order of the Ontario Superior Court of Justice (Commercial List) approving the arrangement. The hearing of the application for the final order is expected to take place on or about June 24, 2026. Subject to receipt of the final order and the satisfaction or waiver of certain other conditions to closing of the arrangement as set out in the arrangement agreement dated May 4, 2026, between Fox River and Avenir, the arrangement is anticipated to be completed on July 2, 2026.
Further information regarding the arrangement is provided in Fox River's management information circular dated May 21, 2026, and the company's news releases dated June 12, 2026, and June 17, 2026, copies of which are available on SEDAR+ under Fox River's issuer profile and on Fox River's website.
About Fox River Resources Corp.
Fox River holds a 100-per-cent interest in the Martison phosphate project near Hearst, Ont. Planned as a vertically integrated operation, the project harnesses a high-grade, large-scale igneous phosphate deposit -- capable of providing secure domestic supplies of phosphate fertilizers, as well as PPA for the LFP battery industry. The project's Anomaly A deposit underpins a positive preliminary economic assessment with an effective date of April 21, 2022.
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