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Arctic Fox Closes Private Placement And Debt Settlement And Upsizes Private Placement

Source: TheNewsWire

(TheNewswire)

VANCOUVER, BRITISH COLUMBIA (December 12, 2025) – TheNewswire - Arctic Fox Lithium Corp. (CSE: AFX / FSE: O5K) (“ Arctic Fox ” or, the “ Company ”) announces it has closed its non-brokered privateplacement (the “ PrivatePlacement ”) of 1,800,000 units (each, a “ Unit ”) at a price of CAD $0.10 perUnit for gross proceeds of CAD $180,000 (the “ First Tranche ”).

Under the First Tranche, each Unit consisted of one common share (a“ Share ”) and one sharepurchase warrant (a “ Warrant ”). Each Warrant entitles the holder to acquire oneadditional Share at a price of CAD$0.12 for a period of 24 months fromthe date of issuance. The proceeds from the First Tranche will be usedfor general working capital purposes. All securities issued pursuantto the First Tranche are subject to a hold period of four (4) monthsplus one (1) day in accordance with applicable securities laws. Nofinder’s fees were paid in connection with the First Tranche.

The Company also announced that due to strong demand, it has upsizedthe Private Placement for aggregate gross proceeds of up to $500,000in Units. Each Unit will consist of one Share and one Warrant, on thesame terms as the First Tranche.

Share Consolidation

Further to the Company’s press release dated November13, 2025 it has completed the consolidation of its issued andoutstanding common shares (the “ Shares ”) on thebasis of one (1) new common share for every ten (10) existing commonshares (the “ Consolidation ”). The Company believes theConsolidation will help position the Company to appeal to a broaderbase of investors and enhance its capital markets profile. Trading ona post-consolidated basis began on November 18 2025 with the name andticker symbol remaining unchanged.

Debt Settlement

The Company further announces it has settled its outstanding debtsowed to certain arm’s length creditors (the “ Creditors ”) totaling an aggregateof CAD $349,935 (the “ DebtSettlement ”). Pursuant to the settlement agreements enteredinto with each of the creditors, the Company issued an aggregate of3,499,349 common shares (“ DebtSettlement Shares ”) at a deemed price of CAD $0.10 per DebtSettlement Share. The board of directors of the Company determinedthat it is in the best interests of the Company to complete the DebtSettlement in order to preserve the Company's cash for workingcapital. The issuance of an aggregate of 1,753,249 Debt SettlementShares, directly or indirectly, to certain insiders of the Company,constitutes a "related party transaction" as such term isdefined in Multilateral Instrument 61-101 - Protection of Minority Securityholders inSpecial Transactions (" MI 61-101 "), requiring the Company, in the absence ofexemptions, to obtain a formal valuation and minority shareholderapproval, of the related party transaction. Pursuant to Sections5.5(a) and 5.7(1)(a) of MI 61-101, the Company intends to rely onexemptions from the formal valuation and minority shareholder approvalrequirements, respectively, as neither the fair market value of suchDebt Settlement Shares nor the debt exceeds 25% of the Company'smarket capitalization.

About Arctic Fox Lithium Corp.

Arctic Fox Lithium Corp. is a junior mineral exploration companyfocused on the acquisition and development of mineral propertiescontaining battery, base and precious metals. The Company’s2,756-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: 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:

LinkedIn: Facebook: Instagram: https://www.instagram.com/arcticfoxlithium YouTube:

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 Private Placement and the Debt Settlement.There are uncertainties inherent in forward-looking informationincluding factors beyond the Company’s control. There are noassurances that the business plans for Arctic Fox described in this news release will comeinto effect on the terms or time frame described herein. The Companyundertakes no obligation to update forward-looking information ifcircumstances or management’s estimates or opinions should changeexcept as required by law. The reader is cautioned not to place unduereliance on forward-looking statements. Additional informationidentifying risks and uncertainties that could affect financial results is contained inthe Company’s filings with Canadian securities regulators which areavailable at www.sedarplus.ca

/Not for distribution to U.S. news wire services or for dissemination in the United States/

Copyright (c) 2025 TheNewswire - All rights reserved.

Arctic Fox Ventures Inc.

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