Arctic Fox Ventures Inc. Announces Letter of Agreement and Proposed Change of Business
Suite #905-1030 West Georgia St., Vancouver, BC Canada V6E 2Y3
Phone (604) 689-2646 Fax (604) 689-1289
ARCTIC FOX VENTURES INC.
January 31, 2022 Trading Symbol: CSE –AFX
ARCTIC FOX VENTURES INC. ANNOUNCES LETTER OF AGREEMENT AND PROPOSED
CHANGE OF BUSINESS
Vancouver, B.C. – January 31 , 2022 – Arctic Fox Ventures Inc. (CSE: AFX) (" Arctic Fox " or the " Company”)
wishes to announce that the board of directors of the Company have decided to undertake a fundamental
change (as such term is defined in the Canadian Securities Exchange (the “CSE”) Policy 8) involving a change of
business of the Company, in order to embark into a new business realm . The Company has executed a Letter
of Agreement (the “LOA”) dated January 27, 2022 with Global A Brands, Inc. (“ GAB”) a multinational company
based in Las Vegas, Nevada that acquires and develops early -stage businesses within the luxury goods and
lifestyle market segment s. GAB controls ten s ubsidiaries that are each managed independently under the
company’s four divisions, being liquor, cosmetics, distribution and gaming.
GAB’s model centers on a long -term vision to build a portfolio of sustainable, pr emium consumer -driven
products which ar e creative, unique and competitive in their industry. GA B provides a framework for each
brand to have independent creative management control while working synergically and sharing resources
together to create, produce and market their products to in an effort to enhance shareholder value.
It is currently contemplated that AFX will acquire all the issued and outstanding shares of GAB via a share
exchange pursuant to which it will issue 115,000,000 AFX common shares a t a deemed price o f $0.40 per
share, subject to valuation and any escrow pro visions in accordance with the policies of the CSE. A consulting
fee to arm’s length pa rties is expected to be payable through the issuance of 11,500,000 common shares of
AFX, subject to any restrictions as imposed by the CSE, on completion of the COB.
Upon completion of the COB, it is anticipated that Arctic Fox will complete a private placement of 12,500,000
units of AFX at a price of $0.40 pe r unit . Each unit will consi st of o ne common share an d one half of one
common share purchase warrant. Each whole warrant will entitle the holder to purchase an additional
common share of AF X at a price of $0.45 per common share for a period of two (2) ye ars from closing of the
private placement.
In addition, holders of 2,000,000 currently escrowed shares (the “ Escrowed Shares”) of AFX ha ve agreed to
transfer the Escrowed Shares to directors and officers of Global or nominated by Global to serve as directors or
officers of AFX, at a price of $0.08 per common share, under the current escrow provisions.
The Company also wishes to announce a private placement of up to 1,000,000 units at a price of $0.20 per unit
for gross proceeds of $200,000 . Each Unit will consist of one common share of the Company and one n on-
transferable common share purchase warrant. Each warrant will entitle the holder thereof to purchase an
additional common share in the Company at a price of $0.35. Arctic expects to close this placement within the
next few weeks. All proceeds from th is private placement will be used for working capital including costs
associated with the COB.
A finder’s fee in accordance with CSE policies may be payab le in connection with each of the private
placements described above.
VAN_LAW\ 2478804\4
Suite #905-1030 West Georgia St., Vancouver, BC Canada V6E 2Y3
Phone (604) 689-2646 Fax (604) 689-1289
4858-2549-2235, v. 7
AFX and GAB are working on a definitive agreement based on the LO A with respect to the COB. The Company
will issue a comprehensive news release once a definitive agreement has been executed.
The COB , sh are issuances, escrow tra nsfer and private placement s as refe renced above are all subject to
necessary approvals, including but not limited to CSE and other regulatory approvals.
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 Ventures Inc.
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 release.
Forward-Looking Information: This release includes certain statements that may be deemed "forward -looking statements". Al l statements in this
release, other than statements of historica l facts, that address any activities and events or developments that Arctic Fox Ventures I nc. ("Arctic Fox")
expects to occur, are forward-looking statements. Although Arctic Fox believes the expectations expressed in such forward-looking statements are based
on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially f rom
those forward-looking statements. Forward-looking statements in this press release include, but are not li mited to, statements relating to: the closing of
the potential change of b usiness of Arctic Fo x; future share issu ances and share trans fers; the entering into of a definitive ag reement relating to the
change of business; and future approvals required in respect of the change of business; Factors that could cause actual results to differ materially from
those in forward looking statements include inability to enter into a definitive agreement with respect to the change of business; inability to secure any or
all necessary approvals in order for the chang e of business to occur; inability to find potential investors willing to invest in future private p lacements;
market prices ; disruptions relating to the COVID-19 pandemic; and continued availability of capital and financing and general economic, market or
business conditions. These statements are based on a number of assumptions i ncluding, among other things , assumptions: regarding general business
and economic conditions; that a definitive agreement will be en tered into with respect t o the chang e of business; that financing will be secured on the
terms as described in this pres s release or at all; that certain securityholders will be willing and able to transfer their escrowed securities; and that all
necessary approvals (regulatory and other wise) required in respect of the change of b usiness and any pr oposed private placements will be obtained.
Investors are cautioned that any such statements are not guarantees of future performance and actual results or develo pments may differ materially
from those projected in the forward -looking statements. Arctic Fox does not assume any obligation to update or revise its forward -looking statements,
whether as a result of new information, future events or otherwise, except as required by applicable law.