Arctic Fox Announces Closing of Asset Purchase Agreement and Non-Brokered Private Placement
February 19, 2026 Trading Symbol: CSE - AFX
FSE - O5K
ARCTIC FOX ANNOUNCES CLOSING OF ASSET PURCHASE AGREEMENT AND NON-
BROKERED PRIVATE PLACEMENT
TORONTO, ONTARIO (February 19, 2026) – Arctic Fox Lithium Corp. (CSE: AFX / FSE: O5K)
(“Arctic Fox” or, the “Company”) is pleased to announced that pursuant to its news release dated January
21, 2026, the Company has completed the acquisition of the Shipsaw property (the “Shipshaw Property”
or, the “ Property”) located in the Saguenay region of Quebec (the “ Transaction”). The Company
acquired the Property pursuant to the terms of an asset purchase agreement dated January 21, 2026 (the
“Agreement”) entered into between the Company, the holder of the mineral claims underlying the
Property (the “Claim Holder”) and certain vendors (the “Vendors”).
About the Shipshaw Property
The Shipshaw Property is a rare earth element (“REE”) and niobium exploration property located
approximately 9 kilometers northwest of the City of Saguenay, Québec within the Saguenay Graben of
the Grenville Geological Province. The Shipshaw Property is situated nearby the producing Niobec Mine
located approximately 5 km of the Property. The Niobec Mine is an underground niobium-producing mine
in commercial production since 1976.1
The Property is geologically hosted within the Grenville province in the Canadian shield which is host for
high-grade metamorphic terranes and deep -level thrust stacks along ductile shear zones, exhibits
promising geological characteristics, characterized by a swarm of lamprophyre dykes associated with the
Saint-Honore alkaline Saguenay Graben, crosscutting three main lithologies: limestone, anorthosite and
monzonite.
Historical drilling campaign in the vicinity of a low Mag anomalies has intercepted several dykes of
carbonatite and lamprophyre in which several samples from those carbonatites graded up to 3.7% of TREE
oxides (including 0.99 % La2O3, 1.67 % Ce2O3 et 0.59 % Nd2O3) over 0.24 metre 2 and illustrating
significant grades in associated elements including 0.251% Nb 2O5 over 0.75 metre2, 0.071% ThO2 over
1.70 metre2, 1.172% ZrO2 over 1.10 metre2 and 9.65% P2O5 over 0.78 m3.
With the Property being 5km of the Niobec Mine , the underlain geological setting of the Property , its
similar geological setting with Niobec Mine and also significant REE and other associated elements (Nb,
Th, Zr and P) in dual Terres Rompues occurrences, could be considered as strong evidence of high
potential of existing a REE and associated elements deposit, in this Property.
1 https://www.mining-technology.com/projects/niobec-niobium-mine-quebec/
2 PROPRIÉTÉ SHIPSAW CAMPAGNE DE FORAGE HIVER 2010, MME MARIE-JOSÉE GIRAR, DIOS EXPLORATION, GM 65544, Energie et
Ressources naturelle Quebec, 2 Decembre 2010
3 PROPRIÉTÉ SHIPSAW CAMPAGNE DE FORAGE HIVER 2011, MME MARIE-JOSÉE GIRAR, DIOS EXPLORATION, GM 66096, Energie et
Ressources naturelle Quebec, 7 Novembre 2011
The Company has filed a National Instrument 43 -101 – Standards of Disclosure for Mineral Projects
(“NI 43-101”) report on the Property titled Technical ( N.I. 43-101) Report on the Shipshaw Property
Saguenay Region Quebec, Canada, which can be found on the Arctic Fox SEDAR+ profile at
www.sedarplus.ca and on the Company’s website (the “Technical Report”).
Transaction Terms
In connection with the acquisition of the Property and pursuant to the terms of the Transaction, t he Company (i)
paid to the Claim Holder a cash payment in the amount of $60,000; and (ii) issued to the Vendors an
aggregate amount equal to 10,000,000 common shares in the capital of the Company (the “ Payment
Shares”). In addition to any relevant hold period under applicable securities laws, all Payment Shares are
subject to a twelve (12) month voluntary escrow provision (the “ Escrow Period”) whereby the Vendors
may not trade the Payment Shares during the time during the Escrow Period.
Upon the Company conducting a secondary equity financing in excess of $1,000,000, the Company will
pay an additional $40,000 to the Claim Holder.
The parties to the Transaction are considered arm’s length to the Company and no finder’s fees were
payable in connection with the Transaction.
Closing of Private Placement
The Company further announces that it has closed the non -brokered private placement previously
announced, issuing 7,900,000 units (the "Units "), at a price of $0.11 per Unit for gross proceeds of
$869,000.00 (the "Offering"). Each Unit consisted of one common share (a “Share”) and one common
share purchase warrant (a “Warrant”). Each Warrant entitles 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 Company will use the net proceeds from the Offering for general working and administrative capital,
closing costs related to the Transaction and Offering and exploration expenditures in connection with the
Shipshaw Property and its other mineral properties.
The Company paid a cash finder’s fee of $60,830.00 to a qualified arm’s length finder in connection with
the Offering.
The Units were 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 Units issued pursuant to the Offering to purchasers in Canada are
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 issued pursuant to the Offering to purchasers outside of Canada are not
subject to a four-month and one day hold period in Canada. The Units have not been registered under the
U.S. Securities Act, as amended. 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.
As the Transaction and Offering (on a combined basis) resulted in the Company issuing more than 100%
of the current issued and outstanding common shares of the Company, a shareholder consent was sought
and obtained by the Company pursuant to CSE Policy 4.
The Transaction constitutes a Major Acquisition (as defined in the CSE Policies) which has been
accompanied by a Change of Control (as defined in the CSE Policies), and accordingly, the Transaction
is classified as a “Fundamental Change”, however, due to the Escrow Period imposed on the Payment
Shares and the publishing of the Technical Report, as confirmed by the CSE, a new listing statement on
CSE Form 2A is not required at this time. No control person or insider has been created as a result of the
Transaction or Offering.
Appointment of Director
The Company further announced the appointment of Rick Mah to its Board of Directors . Mr. Mah
replaces Mr. Chew, who has resigned as a member of the Board of Directors.
Mr. Mah has more than 25 years of corporate finance experience in technology, finance and hospitality
industries. During that time, he has held progressively senior finance roles with public and private
companies. He has supported numerous financing activi ties, helping raise over $700 million of capital.
In addition, he was a key contributor in a number of strategic transactions, ranging from $1 million to
$3.4 billion, including valuation and integration activities. Mr. Mah holds a Bachelor of Business
Administration from Simon Fraser University and is a chartered professional accountant and CFA
charterholder.
Qualified Person
The technical content of this news release has been reviewed and approved by Mr. Babak V. Azar, P.Geo.,
géo (OGQ#10876) an independent consultant and a qualified person as defined by NI 43-101. Historical
reports provided by the optionor were reviewed by the qualified person. The information provided has not
been verified and is being treated as historic.
This news release contains references to neighboring properties in which the Company has no interest.
Mineralization on those neighboring properties is not necessarily indicative of mineralization at the
Niobec Mine.
About Arctic Fox Lithium Corp.
Arctic Fox Lithium Corp. is a junior mineral exploration company advancing its Shipshaw Property
located approximately 9 kilometres northwest of the City of Saguenay, Québec, within the Saguenay
Graben of the Grenville Geological Province. The Shipshaw Property is situated along the same
regional geological corridor as the producing Niobec Mine, an underground niobium operation in
commercial production since 1976. The proximity of the Property to the Niobec Mine, combined with
comparable geological setting, underscores its prospective nature for niobium and associated rare earth
element mineralization.
The Company is also focused on advancing its 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
Property 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 Canadi an securities regulators which are available at
www.sedarplus.ca