Arctic Fox Announces Closing Of Asset Purchase Agreement And Non-Brokered Private Placement
Executive Summary
- Arctic Fox Lithium completed the acquisition of the Shipshaw Property in Quebec, paying $60,000 cash and issuing 10,000,000 common shares to vendors.
- The company closed a non‑brokered private placement of 7,900,000 units at $0.11 per unit, raising gross proceeds of $869,000.
- A new director, Rick Mah, was appointed to the Board; the transaction is classified as a “Fundamental Change” under CSE policies but does not require an immediate listing statement.
Key Details
- Acquisition Terms:
- Cash payment to Claim Holder: $60,000.
- Issuance of 10,000,000 common shares (Payment Shares) to Vendors, subject to a 12‑month escrow restriction on trading.
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Additional $40,000 cash payable to Claim Holder upon completion of a secondary equity financing exceeding $1 M.
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Property Overview:
- Shipshaw Property is a rare earth element (REE) and niobium exploration target located ~9 km NW of Saguenay, Québec, adjacent to the producing Niobec Mine.
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Historical drilling intercepted carbonatite/lamprophyre dykes with grades up to 3.7% TREO (including 0.99 % La₂O₃, 1.67 % Ce₂O₃, 0.59 % Nd₂O₃) over 0.24 m, plus associated Nb₂O₅ (0.251 % over 0.75 m), ThO₂ (0.071 % over 1.70 m), ZrO₂ (1.172 % over 1.10 m) and P₂O₅ (9.65 % over 0.78 m).
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Technical Report:
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NI 43‑101 Technical Report filed on SEDAR; reviewed by qualified person Babak V. Azar, P.Geo.
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Private Placement Financing:
- Units issued: 7,900,000 (each unit = 1 common share + 1 warrant).
- Price per Unit: $0.11, gross proceeds $869,000.
- Warrants allow purchase of an additional share at $0.15 for 24 months from issuance date.
- Net proceeds earmarked for general working capital, transaction closing costs, and exploration on Shipshaw and other properties.
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Finder’s fee paid: $60,830 to an arm‑length finder.
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Regulatory/Shareholder Aspects:
- Units sold in Canada subject to a 4‑month + 1‑day hold period; units sold outside Canada exempt from this hold.
- Transaction resulted in issuance of >100 % of existing common shares, triggering shareholder consent per CSE Policy 4 (consent obtained).
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Classified as a Major Acquisition and Change of Control, deemed a “Fundamental Change” but no new listing statement required due to escrow and technical report filing.
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Board Appointment:
- Rick Mah appointed to Board, replacing resigning director Mr. Chew.
- Mah brings >25 years corporate finance experience; has helped raise >$700 M and participated in transactions ranging $1 M–$3.4 B.
Notable Quotes
- “The acquisition of the Shipshaw Property positions Arctic Fox to leverage its proximity to the long‑operating Niobec Mine and explore a high‑potential REE‑Nb system,” – Kirby Renton, President & CEO.