Arctic Fox Announces Closing Of Asset Purchase Agreement And Non-Brokered Private Placement

(TheNewswire)

TORONTO, ONTARIO (February 19, 2026) –TheNewswire – Arctic Fox Lithium Corp. (CSE:AFX / FSE: O5K) (“Arctic Fox” or, the “Company”) is pleased to announcedthat pursuant to its news release dated January 21, 2026, the Companyhas completed the acquisition of the Shipsaw property (the “Shipshaw Property” or, the“Property”) located in theSaguenay region of Quebec (the “Transaction”). The Company acquired the Property pursuantto the terms of an asset purchase agreement dated January 21, 2026(the “Agreement”) enteredinto between the Company, the holder of the mineral claims underlyingthe Property (the “ClaimHolder”) and certain vendors (the “Vendors”).

About the Shipshaw Property

The Shipshaw Property is a rare earth element (“REE”) and niobium explorationproperty located approximately 9 kilometers northwest of the City ofSaguenay, Québec within the Saguenay Graben of the GrenvilleGeological Province. The Shipshaw Property is situated nearby theproducing Niobec Mine located approximately 5 km of the Property. TheNiobec Mine is an underground niobium-producing mine in commercialproduction since 1976.1

The Property is geologically hosted within theGrenville province in the Canadian shield which is host for high-grademetamorphic terranes and deep-level thrust stacks along ductile shearzones, exhibits promising geological characteristics, characterized bya swarm of lamprophyre dykes associated with the Saint-Honore alkalineSaguenay Graben, crosscutting three main lithologies: limestone,anorthosite and monzonite.

Historical drilling campaign inthe vicinity of a low Mag anomalies has intercepted several dykes ofcarbonatite and lamprophyre in which several samples from thosecarbonatites graded up to 3.7% of TREE oxides (including 0.99 % La2O3,1.67 % Ce2O3 et 0.59 % Nd2O3) over 0.24 metre2 and illustratingsignificant grades in associated elements including 0.251%Nb2O5 over 0.75 metre2, 0.071%ThO2 over 1.70metre2, 1.172% ZrO2over 1.10 metre2 and 9.65% P2O5  over 0.78 m3.

With the Property being 5km of the Niobec Mine, theunderlain geological setting of the Property, its similar geologicalsetting with Niobec Mine and also significant REE and other associatedelements (Nb, Th, Zr and P) in dual Terres Rompues occurrences, couldbe considered as strong evidence of high potential of existing a REEand associated elements deposit, in this Property.

The Company has filed a National Instrument 43-101 –Standards of Disclosure forMineral Projects (“NI 43-101”) reporton the Property titled Technical (N.I. 43-101) Report on the Shipshaw Property SaguenayRegion Quebec, Canada, which can be found on theArctic Fox SEDAR+ profile at www.sedarplus.ca and on theCompany’s website (the “Technical Report”).

Transaction Terms

In connection with the acquisition of the Property and pursuant to theterms of the Transaction, the Company  (i) paid to theClaim Holder a cash payment in the amount of $60,000; and (ii) issuedto the Vendors an aggregate amount equal to 10,000,000 common sharesin the capital of the Company (the “Payment Shares”).In addition to any relevant hold period under applicable securitieslaws, all Payment Shares are subject to a twelve (12) month voluntaryescrow provision (the “Escrow Period”) whereby the Vendors may not trade the Payment Shares during the timeduring the Escrow Period.  

Upon the Company conducting a secondary equityfinancing 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’slength to the Company and no finder’s fees were payable inconnection with the Transaction.

Closing of Private Placement

The Company further announces that it has closed the non-brokeredprivate placement previously announced, issuing 7,900,000 units (the "Units"), at aprice 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 commonshare purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire oneadditional Share at a price of $0.15 per Share for a period of 24months from the date of issuance.

The Company will use the net proceeds from the Offeringfor general working and administrative capital, closing costs relatedto the Transaction and Offering and exploration expenditures inconnection with the Shipshaw Property and its other mineralproperties.

The Company paid a cash finder’s fee of $60,830.00 toa qualified arm’s length finder in connection with theOffering.

The Units were offered: (a) by way of private placement in all of theprovinces of Canada pursuant to applicable exemptions from theprospectus 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 fromthe registration requirements provided for under the United StatesSecurities Act of 1933, as amended (the “U.S. Securities Act”); and (c) in jurisdictionsoutside of Canada and the United States on a private placement orequivalent basis, in each case in accordance with all applicable laws,provided that no prospectus, registration statement or other similardocument is required to be filed in such jurisdiction. The Unitsissued pursuant to the Offering to purchasers in Canada are subject toa four-month and one day hold period in Canada pursuant to applicableCanadian securities laws. The Units will be offered to purchasersoutside of Canada pursuant to an exemption from the prospectusrequirements in Canada available under OSC Rule 72-503 – Distributions Outside Canada and,accordingly, the securities issued pursuant to the Offering topurchasers outside of Canada are not subject to a four-month and oneday hold period in Canada. The Units have not been registered underthe U.S. Securities Act, as amended. This press release shall notconstitute an offer to sell or the solicitation of an offer to buy norshall there be any sale of the securities in any State in which suchoffer, solicitation or sale would be unlawful.  

As the Transaction and Offering (on a combined basis) resulted in theCompany issuing more than 100% of the current issued and outstandingcommon shares of the Company, a shareholder consent was sought andobtained by the Company pursuant to CSE Policy 4.

The Transaction constitutes a Major Acquisition (as defined in the CSEPolicies) which has been accompanied by a Change of Control (asdefined in the CSE Policies), and accordingly, the Transaction isclassified as a “Fundamental Change”, however, due to the EscrowPeriod imposed on the Payment Shares and the publishing of theTechnical Report, as confirmed by the CSE, a new listing statement onCSE Form 2A is not required at this time. No control person or insiderhas been created as a result of the Transaction or Offering.

Appointment of Director

The Company further announced the appointment of Rick Mah to its Boardof Directors. Mr. Mah replaces Mr. Chew, who has resigned as a memberof the Board of Directors.

Mr. Mah has more than 25 years of corporate financeexperience in technology, finance and hospitality industries. Duringthat time, he has held progressively senior finance roles with publicand private companies. He has supported numerous financing activities,helping raise over $700 million of capital. In addition, he was a keycontributor in a number of strategic transactions, ranging from $1million to $3.4 billion, including valuation and integrationactivities. Mr. Mah holds a Bachelor of Business Administration fromSimon Fraser University and is a chartered professional accountant andCFA charterholder.

Qualified Person

Thetechnical content of this news release has been reviewed and approvedby Mr. Babak V. Azar, P.Geo., géo (OGQ#10876) anindependent consultant and a qualified person as defined by NI 43-101.Historical reports providedby the optionor were reviewed by the qualified person. The informationprovided has not been verified and is being treated ashistoric.

This news release containsreferences to neighboring properties in which the Company has nointerest. Mineralization on those neighboring properties is notnecessarily indicative of mineralization at the Niobec Mine.

About Arctic Fox LithiumCorp.

Arctic Fox Lithium Corp. is a junior mineralexploration company advancing its Shipshaw Property locatedapproximately 9 kilometres northwest of the City of Saguenay, Québec,within the Saguenay Graben of the Grenville Geological Province. TheShipshaw Property is situated along the same regional geologicalcorridor as the producing Niobec Mine, an underground niobiumoperation in commercial production since 1976. The proximity of theProperty to the Niobec Mine, combined with comparable geologicalsetting, underscores its prospective nature for niobium and associatedrare earth element mineralization.

The Company is also focused on advancing its2,756-hectare Pontax North Lithium Project (“Pontax North”) is located 12 kmsouth of Allkem Ltd. (ASX/TSX: ALLKEM) (“Allkem”) James Bay Lithium Projectand 12 km north of Stria Lithium Inc.’s (CSE: SRA) Pontax LithiumProject, located in northern Québec, approximately 130 km east of theEastmain Cree Nation’s community. The Company is currently planninga second-phase exploration program at Pontax North and continues toevaluate accretive opportunities across the rare earth element andbroader critical-minerals sectors to complement and expand its projectportfolio.

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

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 other similar words or statementsthat certain events or conditions “may” or “will” occur.Forward-looking statements are based on the opinions and estimates at the date the statements aremade and are subject to a variety of risks and uncertainties and otherfactors that could cause actual events or results to differ materiallyfrom those anticipated in the forward- looking statements includingbut not limited to the Transaction, the Offering, the Property andother statements contained herein. There are uncertainties inherent inforward-looking information including factors beyond the Company’scontrol. There are no assurances that the business plans for ArcticFox described in this newsrelease will come into effect on the terms or time frame describedherein. The Company undertakes no obligation to update forward-lookinginformation if circumstances or management’s estimates or opinionsshould change except as required by law. The reader is cautioned notto place undue reliance on forward-looking statements. Additionalinformation identifying risks and uncertainties that could affectfinancial results is contained in the Company’s filings withCanadian securities regulators which are available at www.sedarplus.ca

1 https://www.mining-technology.com/projects/niobec-niobium-mine-quebec/

2 PROPRIÉTÉ SHIPSAW CAMPAGNE DE FORAGE HIVER 2010, MMEMARIE-JOSÉE GIRAR, DIOS EXPLORATION, GM 65544, Energie et Ressourcesnaturelle Quebec, 2 Decembre 2010

3 PROPRIÉTÉ SHIPSAW CAMPAGNE DE FORAGE HIVER 2011, MMEMARIE-JOSÉE GIRAR, DIOS EXPLORATION, GM 66096, Energie et Ressourcesnaturelle Quebec, 7 Novembre 2011

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