Mr. Stephen Case reports

FOX RIVER RESOURCES CORPORATION OBTAINS INTERIM ORDER FOR PLAN OF ARRANGEMENT AND PROVIDES DETAILS OF SPECIAL MEETING

Fox River Resources Corp., further to its news release disseminated on May 4, 2026, has obtained an interim order of the Ontario Superior Court of Justice (Commercial List) in connection with the proposed arrangement involving Fox River and Avenir Minerals Ltd., to be implemented pursuant to a statutory plan of arrangement under the Canada Business Corporations Act.

The interim order provides for the holding of a special meeting of the holders of common shares of Fox River and holders of options to acquire Fox River shares to consider and vote on a special resolution approving the arrangement. The special meeting will be held in person on Tuesday, June 23, 2026, at 9:30 a.m. Toronto time, at Suite 4100, 66 Wellington St. W, TD Bank Tower, Toronto, Ont. The board of directors of Fox River has fixed the close of business on May 14, 2026, as the record date for determining shareholders and optionholders entitled to receive notice of and vote at the special meeting.

Meeting materials

In connection with the special meeting, Fox River will be mailing a notice of meeting, a management information circular, forms of proxy, letters of transmittal and related meeting materials to shareholders and optionholders. Shareholders and optionholders are urged to carefully review all meeting materials as they contain important information concerning the arrangement and the rights and entitlements of the shareholders and optionholders in relation thereto. The meeting materials will also be available on SEDAR+ under Fox River's issuer profile and on Fox River's website.

Final order and completion date

The terms of the arrangement are summarized in the prior release and full details of the arrangement will be set out in the circular. The application for the final order of the court approving the arrangement is currently expected to take place on or about June 24, 2026. Subject to receipt of the final order, the required approvals from the shareholders and optionholders at the special meeting, and the satisfaction or waiver of certain other conditions to closing of the arrangement as set out in the arrangement agreement dated May 4, 2026, between Fox River and Avenir Minerals, the arrangement is anticipated to be completed early in the third quarter of 2026.

Voting requirements

In order to become effective, the arrangement resolution must be approved by an affirmative vote of at least: (i) two-thirds (66-2/3rds per cent) of the votes cast on the arrangement resolution by shareholders and optionholders, present in person or represented by proxy at the special meeting and voting together as a single class; and (ii) a simple majority of the votes cast on the arrangement resolution by the shareholders, excluding any votes cast in respect of any Fox River shares by any person required to be excluded in accordance with Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as will be further described in the circular.

The board (with each of the directors, other than David Lotan, having declared their interest in the arrangement and having recused themselves) has determined that the arrangement is fair and reasonable to the shareholders and optionholders, and in the best interests of Fox River. The board recommends that the shareholders and optionholders vote for the arrangement resolution.

To be valid, proxies must be received by TSX Trust Company no later than 9:30 a.m. Toronto time on Friday, June 19, 2026. Non-registered shareholders that hold Fox River shares through a broker, bank, custodian or other intermediary should carefully follow the instructions provided by their intermediary to ensure that their Fox River shares are voted at the special meeting in accordance with their voting instructions. A non-registered shareholder's voting instructions must be received in sufficient time to allow them to be forwarded by the non-registered shareholder's intermediary to TSX Trust Company before 9:30 a.m. Toronto time on Friday, June 19, 2026.

Shareholder questions and assistance

If you have any questions or require more information with regard to the procedures for voting or completing your proxy or voting instruction form, please contact Fox River's proxy solicitation agent: Laurel Hill Advisory Group, by calling 1-877-452-7184 toll-free for securityholders in North America, 416-304-0211 for securityholders outside of North America, by texting the word info to either number or by e-mail at assistance@laurelhill.com.

About Fox River Resources Corp.

Fox River holds a 100-per-cent interest in the Martison phosphate project near Hearst, Ont. Planned as a vertically integrated operation, the project harnesses a high-grade, large-scale igneous phosphate deposit -- capable of providing secure domestic supplies of phosphate fertilizers, as well as PPA (power purchase agreement) for the LFP battery industry. The project's Anomaly A deposit underpins a positive preliminary economic assessment with an effective date of April 21, 2022.

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