Arctic Fox Announces Asset Purchase Agreement
Executive Summary
- Arctic Fox Lithium Corp. entered into an Asset Purchase Agreement to acquire 100% of the Shipshaw Property in Quebec for a cash payment of $60,000 and issuance of 10 million common shares (Payment Shares).
- The company is simultaneously launching a non‑brokered private placement of up to 7.9 million units at $0.11 per unit, targeting gross proceeds of up to $869,000. Each unit includes one share and one warrant exercisable at $0.15 for 24 months.
- Net proceeds will fund general working capital, costs related to the Shipshaw acquisition, and exploration activities; shareholder approval will be sought because the combined transaction will dilute existing shareholders by more than 100%.
Key Details
- Transaction Structure:
- Cash payment to Claim Holder: $60,000.
- Issuance of 10,000,000 common shares to Vendors (Payment Shares) subject to a 12‑month voluntary escrow period.
-
Contingent additional cash payment of $40,000 to Claim Holder upon completion of a secondary equity financing exceeding $1 million.
-
Shipshaw Property:
- Size: 2,685.73 hectares in the Saguenay Graben, Quebec.
-
Hosts rare earth element and niobium targets; located ~5 km west of Saguenay city and adjacent to the producing Niobec Mine (operational since 1976).
-
Private Placement Offering:
- Units offered: up to 7,900,000 at $0.11 per unit.
- Gross proceeds target: up to $869,000.
- Composition of each Unit: 1 common share + 1 warrant.
-
Warrant terms: right to purchase an additional share at $0.15 per share, exercisable for 24 months from issuance.
-
Regulatory & Legal Conditions:
- Transaction subject to CSE and other securities regulator approvals, due diligence, and a NI 43‑101 technical report for the Shipshaw Property.
-
Private placement exempt from prospectus requirements in Canada, U.S., and other jurisdictions; Canadian units carry a four‑month + one‑day hold period; foreign units not expected to be subject to this hold.
-
Use of Proceeds:
- General working and administrative capital.
- Costs associated with the Shipshaw acquisition and related offering expenses.
-
Exploration expenditures on the Shipshaw Property and other Arctic Fox mineral assets.
-
Shareholder Consent:
-
Because the combined issuance will exceed 100% of current outstanding common shares, shareholder approval will be obtained per CSE Policy 4.
-
Additional Notes:
- No finder’s fees are payable in the acquisition transaction; however, finder’s fees may apply to the private placement.
- The parties to the agreement are arm’s length.
Notable Quotes
- Kirby Renton, Director, President and CEO: “The acquisition of the Shipshaw Property expands our rare‑earth and niobium portfolio adjacent to a historic producing mine, and the concurrent financing provides the capital needed to advance exploration while supporting our broader growth strategy.”