VANCOUVER, BRITISH COLUMBIA – TheNewswire - (January 21, 2026) – Arctic Fox Lithium Corp. (CSE: AFX / FSE: O5K) (“Arctic Fox” or, the “Company”) announces it has entered into an asset purchase agreement dated for reference January 21, 2026 (the “Agreement”) with the holder of certain mineral claims (the “Claim Holder”) and certain vendors (the “Vendors”) pursuant to which the Company will acquire a 100% interest (the “Transaction”) in the Shipshaw property (the “Shipshaw Property” or, the “Property”) comprising of 2,685.73 hectares located in the Saguenay region of Quebec.

About the Shipshaw Property

The Shipshaw Property is a rare earth element and niobium exploration property located approximately 5 kilometers west of the City of Saguenay, Québec, within the Saguenay Graben of the Grenville Geological Province. The Shipshaw Property is situated along the same regional corridor as the producing Niobec Mine located approximately 5 km to the north of the Property. The Niobec Mine is an underground niobium-producing mine in commercial production since 1976.1

The Transaction

Pursuant to the terms of the Agreement, Arctic Fox shall (i) pay to the Claim Holder a cash payment in the amount of $60,000; (ii) issue to the Vendors an aggregate amount equal to 10,000,000 common shares in the capital of the Company (the “Payment Shares”); and (iii) upon the Company conducting a secondary equity financing in excess of $1,000,000, pay an additional $40,000 to the Claim Holder. All Payment Shares will be subject to a twelve (12) month voluntary escrow provisions (the “Escrow Period”) whereby the Vendors may not trade the Payment Shares during the time during the Escrow Period.  

 

The parties to the Agreement are arm’s length to the Company and there are no finder’s fees payable in the Transaction.  After closing the Transaction and if required pursuant to relevant securities laws, the Company may file a Business Acquisition Report pursuant to National Instrument 51-102 – Continuous Disclosure Obligations.

 

The Transaction is subject to receipt of all necessary regulatory approvals, including, as applicable, all required filings with the Canadian Securities Exchange (“CSE”), completion of due diligence reasonable or customary in a transaction of a similar nature, the publishing of a technical report for the Shipshaw Property pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects, and other conditions precedent.

 

Private Placement

The Company wishes to announce further that it is launching a non-brokered private placement of up to 7,900,000 units (the "Units"), at a price of $0.11 per Unit for gross proceeds of up to $869,000.00 (the "Offering"). Each Unit will consist of one common share (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to acquire one additional Share at a price of $0.15 per Share for a period of 24 months from the date of issuance.

 

The Units will be offered: (a) by way of private placement in all of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”); and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The securities to be issued pursuant to the Offering to purchasers in Canada will be subject to a four-month and one day hold period in Canada pursuant to applicable Canadian securities laws. The Units will be offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 – Distributions Outside Canada and, accordingly, the securities to be issued pursuant to the Offering to purchasers outside of Canada are not expected to be subject to a four-month and one day hold period in Canada. The securities offered have not been registered under the U.S. Securities Act, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

 

The Company will use the net proceeds from the Offering for general working and administrative capital, costs related to the Transaction and Offering and exploration expenditures in connection with the Shipshaw Property and its other mineral properties. Finder’s fees may be payable in connection with the Offering.

 

The Transaction and Offering will not constitute a fundamental change or change of business, within the meaning of the policies of the CSE, however, as the Transaction and Offering (on a combined basis) will result in the Company issuing more than 100% of the current issued and outstanding common shares, shareholder approval will be sought by the Company pursuant to CSE Policy 4 (the “Shareholder Consent”).

 

About Arctic Fox Lithium Corp.

Arctic Fox Lithium Corp. is a junior mineral exploration company focused on the acquisition and development of mineral properties containing battery and rare earth metals. The Company’s 2,756-hectare Pontax North Lithium Project (“Pontax North”) is located 12 km south of Allkem Ltd. (ASX/TSX: ALLKEM) (“Allkem”) James Bay Lithium Project and 12 km north of Stria Lithium Inc.’s (CSE: SRA) Pontax Lithium Project, located in northern Québec, approximately 130 km east of the Eastmain Cree Nation’s community. The Company is currently planning a second-phase exploration program at Pontax North and continues to evaluate accretive opportunities across the rare earth element and broader critical-minerals sectors to complement and expand its project portfolio.

For further information, please contact:

Kirby Renton, Director, President and CEO.

Phone: 306-430-8815

 

On behalf of the Board of Directors,

 

Kirby Renton

Director, President and CEO

Arctic Fox Lithium Corp.

 

Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this press release.

 

Forward-Looking Information: Except for statements of historic fact this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan” “expect” “project” “intend” “believe” “anticipate” “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward- looking statements including but not limited to the Transaction, the Offering, the Shareholder Consent, the consideration payable under the Agreement, the filing of a BAR and other statements contained herein. There are uncertainties inherent in forward-looking information including factors beyond the Company’s control. There are no assurances that the business plans for Arctic Fox described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian securities regulators which are available at www.sedarplus.ca

1 https://www.mining-technology.com/projects/niobec-niobium-mine-quebec/