Mr. Stephen Gray reports

FOX TUNGSTEN ANNOUNCES BOUGHT DEAL PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$11M

Fox Tungsten Ltd. has entered into an agreement with Stifel Nicolaus Canada Inc. to act as co-lead underwriter, together with PowerOne Capital Markets Ltd., and sole bookrunner in connection with a bought deal private placement offering by the company of: (i) 6.1 million hard-dollar units of the company at a price of 16.5 cents per hard-dollar unit; and (ii) 42 million charity flow-through units of the company at a price of 24 cents per charity flow-through unit for aggregate gross proceeds of $11,086,500. The hard-dollar units and the charity flow-through units will be herein referred to as the offered securities.

The company has also granted the underwriters an option to sell up to an additional $1.65 million of offered securities, on the same terms and conditions, exercisable in whole or in part, at any time until the closing of the offering and allocable in any proportion between hard-dollar units and charity flow-through units.

Each hard-dollar unit will consist of one common share of the company plus one-half of one common share purchase warrant. Each charity flow-through unit will consist of one share of the company plus one-half of one warrant, each of which will qualify as a flow-through share within the meaning of the Income Tax Act (Canada). Each warrant will entitle the holder thereof to purchase one share at an exercise price of 22 cents for 36 months following the completion of the offering.

The offering is expected to close on or about April 23, 2026, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and the securities regulatory authorities.

The company intends to use the net proceeds from the sale of hard-dollar units for advancing the exploration of the company's Fox tungsten project as well as other exploration projects and for working capital and general corporate purposes.

The company will use an amount equal to the gross proceeds from the sale of the charity flow-through units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures, as both terms are defined in the Income Tax Act (Canada), and, in respect of charity flow-through units purchased by eligible British Columbia purchasers, British Columbia flow-through mining expenditures within the meaning of Subsection 4.721(1) of the Income Tax Act (British Columbia), in each case in connection with the company's project located in British Columbia. The company will incur such qualifying expenditures on or before Dec. 31, 2027, and will renounce all qualifying expenditures in favour of the subscribers of the charity flow-through units with an effective date not later than Dec. 31, 2026.

The offering is being made in all provinces and territories of Canada by way of a private placement that will be exempt from the prospectus requirements under applicable Canadian securities laws.

About Fox Tungsten Ltd.

The Fox Tungsten project is one of the highest-grade tungsten resources in the world, located in central British Columbia near roads and power lines. It is a premier, 100-per-cent-owned critical minerals deposit, uniquely positioned to solve the West's urgent tungsten supply deficit. The successful 2025 drill program extended mineralization at the RC and BN zones, and an expanded 2026 exploration program os planned to grow the resource and enable a PEA (preliminary economic assessment).

Other projects owned by the company include the Silverboss molybdenum-copper-gold-silver project adjacent to Glencore's closed Boss Mountain molybdenum mine and the adjacent Hen-Art-DL gold and silver project.

On Nov. 7, 2024, the company announced the closing of the sale of the Highland Valley copper project to Metal Energy Corp. The company holds 2,347,220 common shares of Metal Energy.

The company is committed to responsible mineral resource development. The company's priority is to build and sustain mutually beneficial relationships with indigenous communities in the territories in which the company explores.

We seek Safe Harbor.