Arctic Fox and Makersoul Enter into Definitive Agreement FOR Proposed Rto Transaction
Suite #905-1030 West Georgia St., Vancouver, BC Canada V6E 2Y3
Phone (604) 689-2646 Fax (604) 689-1289
July 18, 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 ENTER INTO DEFINITIVE AGREEMENT FOR
PROPOSED RTO TRANSACTION
VANCOUVER, BRITISH COLUMBIA ( July 18, 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 further to its press release of February 19, 2025, it has entered into a definitive
business combination agreement (the " Agreement") with MakerSoul (Hong Kong) Limited
("MakerSoul") dated July 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 o f the Canadian Securities Exchange (the " Exchange"). 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, t he Resulting
Issuer will carry on the business currently carried on by MakerSoul (the “Business”).
The Proposed Transaction is planned to be completed by way of a three -cornered amalgamation
pursuant to which, MakerSoul will rearrange through a share exch ange agreement with a British
Columbia incorporated company (“ MakerSoul BC ”), such that MakerSoul will be a wholly owned
subsidiary of MakerSoul BC. A wholly owned subsidiary of the Company incorporated in British
Columbia will then be incorporated and merge with MakerSoul BC and MakerSoul BC will become a
wholly owned subsidiary of the Company. No finder’s fee of any kind shall be paid as a direct result of,
or in association with, the Proposed Transaction. Following completion of the Proposed Transaction, the
Resulting Issuer will carry on the business currently carried on by MakerSoul.
In connection with the Proposed Transaction, MakerSoul will advance a bridge loan to the Company in
the amount of C$25,000 (the “ Bridge Loan”), which shall be secured by a general security agreement
under the laws of the Province of British Columbia. The Bridge Loan has been negotiated in addition to
the previously disclosed break fee of C$150,000.
In connection with the Proposed Transaction, subject to receipt of applicable approvals, MakerSoul
expects to effect a name change and symbol change, to be confirmed in connection with the closing of
the transaction.
In conjunction with and upon closing of the Proposed Transaction, the board of di rectors and the
officers of the Resulting Issuer will be changed, and disclosed in connection with the Closing. The
directors and officers shall hold office until the first annual meeting of the shareholders of the
Resulting Issuer following closing, or until their successors are duly appointed or elected.
There are currently 70,467,381 common shares of Arctic Fox (" Arctic Fox Shares ") issued and
Suite #905-1030 West Georgia St., Vancouver, BC Canada V6E 2Y3
Phone (604) 689-2646 Fax (604) 689-1289
outstanding. Pursuant to the terms of the Agreement, following the Consolidation (as defined herein)
the resulting holders of all issued and outstanding 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 7,046,738 Arctic Fox Shares outstanding. The Arctic Fox
Shares will remain halted until the closing of the Proposed Transaction.
It is anticipated that all securities convertible, exercisable or ex changeable 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 Exchan ge 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
substantially the same terms, subject to the Consolidation and customary a nti-dilution adjustments in
accordance with the terms thereof.
In connection with the Proposed Transaction, it is anticipated that all outstanding stock options and
common share purchase warrants of the Company will remain in effect on substantially the same terms,
subject to customary anti-dilution adjustments in accordance with the terms thereof.
Pursuant to the Agreement, CAD$250,000 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. MakerSoul is a private corporation. It is the intention for the Resulting Issuer to be listed
for trading on the Exchange following the closing of the Proposed Transaction.
Completion of the Proposed Transaction is subject to a number of conditions precedent, including but
not limited to receipt of all required shareholder, regulatory, and other approvals. The Company intends
to seek the requisite shareholder approval for the Proposed Transaction by way of written consent
resolution, pursuant to the policies of the Exchange and relevant securities and corporate laws.
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 may 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.
The Proposed Transaction and listing of the Resulting Issuer is subject to review by the Exchange and
conditional approval has not yet been granted. Neither the Exchange nor the Market Regulator (as that
term is defined in the policies of the Exchange) has in any way passed upon the merits of the
Agreement, RTO or Proposed Transaction and neither of the foregoing entities accepts responsibility
for the adequacy or accuracy of this news release or has in any way approved or disapproved of the
contents of this news release.
About MakerSoul (Hong Kong) Limited
MakerSoul is a prominent retail platform for hardware and power tools in Hong Kong. MakerSoul
Suite #905-1030 West Georgia St., Vancouver, BC Canada V6E 2Y3
Phone (604) 689-2646 Fax (604) 689-1289
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
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 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.
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
Suite #905-1030 West Georgia St., Vancouver, BC Canada V6E 2Y3
Phone (604) 689-2646 Fax (604) 689-1289
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 o r 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 uncertainti es and other factors that could
cause actual events or results t o 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 a meeting of shareholders and the ability for the parties to
enter close the Agreement and proceed with the closing of the Proposed Transaction, and that the Agreement contains conditions 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 upd ate 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