Arctic Fox and Makersoul Sign Non-Binding LOI FOR Proposed Rto Transaction
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February 19, 2025 Trading Symbol: CSE - AFX
FSE - O5K
/Not for distribution to U.S. news wire services or for dissemination in the United States/
ARCTIC FOX AND MAKERSOUL SIGN NON-BINDING LOI FOR PROPOSED RTO
TRANSACTION
VANCOUVER, BRITISH COLUMBIA (February 19, 2025) – Arctic Fox Lithium Corp. (CSE: AFX /
FSE: O5K) (the “Company”) Arctic Fox Lithium Corp. (“Arctic Fox” or, the “Company”) is pleased
to announce that it has entered into a non -binding letter of intent (the " LOI") with MakerSoul (Hong
Kong) Limited (" MakerSoul") dated February 18, 2025 to effect a transaction that will result in the
reverse take -over (the “ RTO”) of Arctic Fox by MakerSoul (the " Proposed Transaction ") to
ultimately form the resulting issuer (the " Resulting Issuer"). If completed, the Proposed Transaction
will constitute a "fundamental change" pursuant to the policies of the Canadian Securities Exchange
(the "Exchange") and is expected to require the approval of Arctic Fox shareholders at a meeting of
shareholders (the “Shareholder Meeting”). The Proposed Transaction is to be arm’s length and will be
subject to the necessary regulatory approvals, including final acceptance from the Exchange. Following
completion of the Proposed Transaction, the Resulting Issuer will carry on the business currently
carried on by MakerSoul (the “Business”).
Pursuant to the terms of the LOI, it is intended that the Proposed Tra nsaction be effected by way of a
three-cornered amalgamation, share exchange, plan of arrangement or such other transaction structure
as will result in MakerSoul becoming a wholly owned subsidiary of Arctic Fox or otherwise
combining its corporate existenc e with that of Arctic Fox. The final structure of the Proposed
Transaction is subject to receipt by the parties of tax, corporate, and securities law advice and will be
agreed to pursuant to definitive agreement in respect of the Proposed Transaction (the "Definitive
Agreement").
There are currently 70,467,381 common shares of Arctic Fox (" Arctic Fox Shares ") issued and
outstanding. Pursuant to the terms of the LOI, following the Consolidation (as defined herein) the
resulting holders of all issued and out standing shares of MakerSoul ("MakerSoul Shares") shall hold
approximately 90.00% of the issued and outstanding common shares of the Resulting Issuer (the
"Exchange Ratio"), subject to adjustment in certain circumstances. In connection with the Proposed
Transaction, Arctic Fox will, subject to the prior approval of the board of directors of Arctic Fox,
implement a consolidation of the Arctic Fox Shares on a 10:1 basis (the “ Consolidation”), such that
following the Consolidation, there will be 7,0467,31 Arctic Fox Shares outstanding.
It is anticipated that all securities convertible, exercisable or exchangeable for MakerSoul Shares will
be converted or exchanged (or otherwise become convertible or exercisable in accordance with their
terms) into similar securities of the Resulting Issuer on substantially similar terms and conditions
based on the Exchange Ratio. In connection with the Proposed Transaction, it is anticipated that all
outstanding stock options and common share purchase warrants of Arctic Fox will remain in effect on
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substantially the same terms, subject to the Consolidation and customary anti -dilution adjustments in
accordance with the terms thereof.
In connection with the Proposed Transaction, subject to receipt of applicable approvals, Mak erSoul
expects to effect a name change which will be disclosed at a later date. The composition of the board
of directors of the Resulting Issuer, as well as the retention of any officers or directors, will be
negotiated between the parties in good faith. Upon entering into the Definitive Agreement, Arctic Fox
will issue a subsequent news release containing the details of the Definitive Agreement. No finder’s
fee of any kind shall be paid as a direct result of, or in association with, the Proposed Transaction. It is
expected that approximately CAD$240,000 of debt of Arctic Fox will be settled into Arctic Fox
Shares or shares of the Resulting Issuer immediately prior to or in connection with the closing of the
Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions precedent, including but
not limited to, the parties entering into a Definitive Agreement, as well as receipt of all required
shareholder, regulatory, and other approvals. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all. Should either party term inate the Proposed Transaction
following the execution of the Definitive Agreement, a break-fee equal to $150,000 will be payable to
the other party, subject to certain conditions, that are expected to be outlined in the Definitive
Agreement. There will also be a commitment fee payable by MakerSoul to Arctic Fox, which will be
held in escrow and released to Arctic Fox in the event that certain circumstances arise that prevent the
Proposed Transaction from closing, as will be more fully provided for in the Definitive Agreement.
None of the Arctic Fox Shares to be issued in connection with the Proposed Transaction have been, or
will be, registered under the United States Securities Act of 1933, as amended (the " 1933 Act"), or any
state securities laws, and ma y not be offered or sold within the United States or to any U.S. Person (as
defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state
securities laws or an exemption from such registration is available. This news release does not
constitute an offer to sell or a solicitation of an offer to sell any securities of Arctic Fox in any
jurisdiction where such offer or solicitation would be unlawful, including the United States.
About MakerSoul (Hong Kong) Limited
MakerSoul is a prominent retail platform for hardware and power tools in Hong Kong. MakerSoul
offers wholesale and retail options both online and offline, offering a wide range of hardware, power
tools, and safety supplies from internationally recognized b rands. MakerSoul currently and continues
to hold a leading position in Hong Kong within this market segment.
To engage and inform customers, MakerSoul leverages its online shopping and social media platforms,
and collaborates with stakeholders across multi ple industries to generate and disseminate information
relevant to customers. Additionally, MakerSoul has developed its own brand, “TigerBull,” which
focuses on user -friendly trolley products. This focus on vertical integration allows for increased
margins and a higher level of control.
In fiscal 2023, MakerSoul reported audited revenue numbers of approximately CAD$4 million,
reflecting a 100% increase from CAD$2 million in fiscal 2022. The gross profit for fiscal 2023 was
CAD$1.1 million, with a net income of CAD$160,000, representing increases of 15% and 60% from
the previous year, respectively. Profit margins ranged from 25% to 28%. For fiscal 2024, MakerSoul is
projected to achieve approximately CAD$5.1 million in revenue, a gross profit of CAD$1.5 milli on
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and net income of CAD$250,000. The profit margin is expected to rise to approximately 30%.
Management currently estimates revenues of approximately CAD$5.8 million, gross profit of CAD$2
million, and net income of CAD$310,000 in fiscal 2025. Profit mar gin is expected to increase to 33%,
which is attributed to the introduction of new products and proprietary brands. Furthermore, the
company aims to expand its operations in Asia while also exploring opportunities within the AI
robotics industry.
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, base and precious metals. The Company’s 2,756 -hectare Pontax North
Lithium Proje ct (“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.
For further information, please contact:
Harry Chew, President, CEO
Phone: (604) 689-2646
On behalf of the Board of Directors,
“Harry Chew”
Harry Chew
President & CEO
Arctic Fox Lithium Corp.
Twitter: https://twitter.com/arcticfoxLi
LinkedIn: https://www.linkedin.com/company/arcticfoxlithium
Facebook: https://www.facebook.com/arcticfoxlithium
Instagram: https://www.instagram.com/arcticfoxlithium
YouTube: https://www.youtube.com/@arcticfoxlithium
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” “int end” “believe”
“anticipate” “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur. Forwar d-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 delays or
uncertainties with regulatory approvals including that of the CSE, any approvals required at the Shareholder Meeting and the ability for the parties to enter
into the Definitive Agreement and proceed with the closing of the Proposed Transaction, and that the Definitive Agreement con tains conditio ns as
substantially set out 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 p lace 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 w hich are available at
www.sedarplus.ca