Arctic Fox Announces Consolidation, Debt Settlement and Private Placement

Executive Summary

• Arctic Fox Lithium announced a 1‑for‑10 reverse share consolidation, reducing outstanding shares from ~70.5 M to ~7.0 M.
• The company will conduct a non‑brokered private placement of up to 1,000,000 post‑consolidation common shares at CAD 0.10 per share, targeting gross proceeds of up to CAD 100,000 for general working capital.
• Debt settlement agreements were entered into, issuing 3,499,350 shares (at a deemed CAD 0.10 per share) to extinguish approximately CAD 349,935 of outstanding creditor debt.

Key Details

• Share Consolidation
• Ratio: 1 new common share for every 10 existing shares.
• Board approval date: November 10 2025; record date: November 18 2025.
• Post‑consolidation share count: ~7,046,738 (rounded down).
• CUSIP/ISIN after consolidation: 03967C207 / CA03967C2076.

• All warrants, stock options and convertible securities will be proportionally adjusted.

• Private Placement

• Offering size: up to 1,000,000 common shares (post‑consolidation).
• Price: CAD 0.10 per share.
• Target proceeds: up to CAD 100,000.
• Hold period: 4 months + 1 day from issuance; resale subject to securities legislation.
• Closing conditions: regulatory approvals; may be completed in one or more tranches.

• Use of proceeds: general working capital.

• Debt Settlement

• Total debt settled: CAD 349,935.
• Shares issued for settlement: 3,499,350 common shares at a deemed price of CAD 0.10 per share (consolidated basis).

• Settlement requires CSE approval; intended to preserve cash for working capital.

• Administrative Notes

• No fractional shares will be issued; any fractions are rounded down.
• Shareholders holding certificates/DRS will receive a transmittal letter; broker‑held accounts will be updated automatically.
• Finder’s fees may be paid in connection with the private placement, per CSE policies.

Notable Quotes

• “The Consolidation will help position the Company to appeal to a broader base of investors and enhance its capital markets profile.” – Harry Chew, President & CEO

Materiality Assessment: Material – Positive (the actions materially affect share structure, raise new capital, and resolve existing debt, all of which are significant for shareholders).