Arctic Fox and Makersoul Sign Non-Binding LOI for Proposed RTO Transaction

(TheNewswire)

February 19, 2025 – TheNewswire– VANCOUVER, BRITISH COLUMBIA (February 19,2025) – Arctic Fox Lithium Corp. (CSE: AFX / FSE: O5K) (the “ Company” ) Arctic FoxLithium Corp. (“ ArcticFox ” or, the “ Company ”) ispleased to announce that it has entered into anon-binding letter of intent (the " LOI ") withMakerSoul (Hong Kong) Limited (" MakerSoul ")dated February 18, 2025 to effect a transaction that will result inthe reverse take-over (the “ RTO ”) of Arctic Fox by MakerSoul (the" ProposedTransaction ") to ultimately form theresulting issuer (the " Resulting Issuer "). If completed, theProposed 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 ofshareholders (the “ Shareholder Meeting ”). The Proposed Transaction is to be arm’slength and will be subject to the necessary regulatory approvals,including final acceptance from the Exchange. Following completion ofthe Proposed Transaction, the Resulting Issuer will carry on thebusiness currently carried on by MakerSoul (the “ Business ”).

Pursuant to the terms of the LOI, it is intended thatthe Proposed Transaction be effected by way of a three-corneredamalgamation, share exchange, plan of arrangement or such othertransaction structure as will result in MakerSoul becoming a whollyowned subsidiary of Arctic Fox or otherwise combining its corporate existence with that of Arctic Fox. The finalstructure of the Proposed Transaction is subject to receipt by theparties of tax, corporate, and securities law advice and will beagreed to pursuant to definitive agreement in respect of the ProposedTransaction (the " Definitive Agreement ").

There are currently 70,467,381 common shares of ArcticFox (" Arctic FoxShares ") issued and outstanding. Pursuantto the terms of the LOI, following the Consolidation (as definedherein) the resulting holders of all issued and outstanding shares ofMakerSoul (" MakerSoulShares ") shall hold approximately 90.00% ofthe issued and outstanding common shares of theResulting Issuer (the " Exchange Ratio "), subject to adjustmentin certain circumstances .In connection with the Proposed Transaction, Arctic Fox will, subjectto 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 theConsolidation, there will be 7,0467,31 Arctic Fox Sharesoutstanding.

It is anticipated that all securities convertible,exercisable or exchangeable for MakerSoul Shares will be converted orexchanged (or otherwise become convertible or exercisable inaccordance with their terms) into similar securities of the ResultingIssuer on substantially similar terms and conditions based on the Exchange Ratio. In connection with the ProposedTransaction, it is anticipated that all outstanding stock options andcommon share purchase warrants of Arctic Fox will remain in effect onsubstantially the same terms, subject to the Consolidation andcustomary anti-dilution adjustments in accordance with the termsthereof.

In connection with the Proposed Transaction, subject toreceipt of applicable approvals, MakerSoul expects to effect a namechange which will be disclosed at a later date. The composition of theboard of directors of the Resulting Issuer, as well as the retentionof 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 newsrelease containing the details of the Definitive Agreement. Nofinder’s fee of any kind shall be paid as a direct result of, or inassociation with, the Proposed Transaction. It is expected thatapproximately CAD$240,000 of debt of Arctic Fox will be settled intoArctic Fox Shares or shares of the ResultingIssuer immediately prior to or in connection with the closing of theProposed Transaction.

Completion of the Proposed Transaction is subject to a number of conditionsprecedent, including but not limited to, the parties entering into aDefinitive Agreement, as well as receipt of all required shareholder, regulatory, and other approvals. There can be no assurance that the ProposedTransaction will be completed as proposed or at all. Should eitherparty terminate the Proposed Transaction following the execution ofthe Definitive Agreement, a break-fee equal to $150,000 will bepayable to the other party, subject to certain conditions, that areexpected to be outlined in the Definitive Agreement. There will alsobe a commitment fee payable by MakerSoul to Arctic Fox, which will beheld in escrow and released to Arctic Fox in the event that certaincircumstances arise that prevent the Proposed Transaction fromclosing, as will be more fully provided for in the DefinitiveAgreement.

None of the Arctic Fox Shares to be issued inconnection with the Proposed Transaction have been, or will be,registered under the United States Securities Act of 1933, as amended(the " 1933Act "), or any state securities laws, andmay not be offered or sold within the United States or to any U.S.Person (as defined in Regulation S under the 1933 Act) unlessregistered under the 1933 Act and applicable state securities laws oran exemption from such registration is available. This newsrelease does not constitute an offer to sell or a solicitation of an offer to sell anysecurities of Arctic Fox in any jurisdiction where such offer orsolicitation would be unlawful, including the United States.

1. About MakerSoul (Hong Kong) Limited

MakerSoul is a prominent retail platform for hardwareand power tools in Hong Kong. MakerSoul offers wholesale and retailoptions both online and offline, offering a wide range of hardware,power tools, and safety supplies from internationally recognizedbrands. MakerSoul currently and continues to hold a leading positionin Hong Kong within this market segment.

To engage and inform customers, MakerSoul leverages itsonline shopping and social media platforms, and collaborates withstakeholders across multiple industries to generate and disseminateinformation relevant to customers. Additionally, MakerSoul hasdeveloped its own brand, “TigerBull,” which focuses onuser-friendly trolley products. This focus on vertical integrationallows for increased margins and a higher level of control.

In fiscal 2023, MakerSoul reported audited revenuenumbers of approximately CAD$4 million, reflecting a 100% increasefrom CAD$2 million in fiscal 2022. The gross profit for fiscal 2023was CAD$1.1 million, with a net income of CAD$160,000, representingincreases of 15% and 60% from the previous year, respectively. Profitmargins ranged from 25% to 28%. For fiscal 2024, MakerSoul isprojected to achieve approximately CAD$5.1 million in revenue, a grossprofit of CAD$1.5 million and net income of CAD$250,000. The profitmargin is expected to rise to approximately 30%.

Management currently estimates revenues ofapproximately CAD$5.8 million, gross profit of CAD$2 million, and netincome of CAD$310,000 in fiscal 2025. Profit margin is expected toincrease to 33%, which is attributed to the introduction of newproducts and proprietary brands. Furthermore, the company aims toexpand its operations in Asia while also exploring opportunitieswithin the AI robotics industry.

About Arctic Fox Lithium Corp.

Arctic Fox Lithium Corp. is a junior mineralexploration company focused on the acquisition and development ofmineral properties containing battery, base and precious metals. TheCompany’s 2,756-hectare Pontax North Lithium Project (“PontaxNorth”) is located 12 km south of Allkem Ltd. (ASX/TSX:ALLKEM)(“Allkem”) James Bay Lithium Project and 12 km north of StriaLithium Inc.’s (CSE:SRA) Pontax Lithium Project, located in northernQuébec, approximately 130 km east of the Eastmain Cree Nation’scommunity.

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 SecuritiesExchange nor its Regulation Services Provider (as that term is definedin the policies of the Canadian Securities Exchange) acceptsresponsibility for the adequacy or accuracy of this pressrelease.

Forward-LookingInformation: Except forstatements of historic fact this news release contains certain“forward-looking information” within the meaning of applicablesecurities law. Forward-looking information is frequentlycharacterized by words such as “plan” “expect” “project”“intend” “believe” “anticipate” “estimate” and othersimilar words or statements that certain events or conditions“may” or “will” occur. Forward-looking statements are based onthe opinions and estimates at the date the statements are made and aresubject to a variety of risks and uncertainties and other factors thatcould cause actual events or results to differ materially from thoseanticipated in the forward- looking statements including but notlimited to delays or uncertainties with regulatory approvals includingthat of the CSE, any approvals required at the Shareholder Meeting andthe ability for the parties to enter into the Definitive Agreement andproceed with the closing of the Proposed Transaction, and that theDefinitive Agreement contains conditions as substantially set outherein. There are uncertainties inherent in forward-lookinginformation including factors beyond the Company’s control. Thereare no assurances that the business plans for Arctic Fox described inthis news release will come into effect on the terms or time framedescribed herein. The Company undertakes no obligation to updateforward-looking information if circumstances or management’sestimates or opinions should change except as required by law. Thereader is cautioned not to place undue reliance on forward-lookingstatements. Additional information identifying risks and uncertaintiesthat could affect financial results is contained in the Company’sfilings with Canadian securities regulators which are available at www.sedarplus.ca

/Not fordistribution to U.S. news wire services or for dissemination in theUnited States/

Copyright (c) 2025 TheNewswire - All rights reserved.