Mr. Stephen Gray reports

FOX TUNGSTEN CLOSES BOUGHT DEAL PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$12.7M

Fox Tungsten Ltd. has completed its previously announced bought deal private placement offering, consisting of an aggregate of: (i) 6.1 million hard-dollar units of the company at a price of 16.5 cents per hard-dollar unit; and (ii) 48,875,000 charity flow-through (FT) units of the company at a price of 24 cents per charity FT unit, including partial exercise of the underwriter's overallotment option of 6,875,000 charity FT units, for aggregate gross proceeds of $12,736,500. The hard-dollar units and the charity FT units will be referred to herein as the offered securities.

The offering was conducted by Stifel Canada as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, including PowerOne Capital Markets Ltd. and Canaccord Genuity Corp. In consideration for the services provided by the underwriters, the company paid the underwriters an aggregate cash commission of $823,845.91. As additional consideration for their services, the underwriters were also issued an aggregate of 3,566,128 broker warrants. Each broker warrant is exercisable into one common share of the company at a price of 16.5 cents per share until April 23, 2029.

Each hard-dollar unit will consist of one common share of the company plus one-half of one common share purchase warrant. Each charity FT unit will consist of one share of the company plus one-half of one warrant, each of which will qualify as a flow-through share within the meaning of the Income Tax Act (Canada). Each warrant will entitle the holder thereof to purchase one share at an exercise price of 22 cents until April 23, 2029.

The company intends to use the net proceeds from the sale of hard-dollar units for advancing the exploration of the company's Fox tungsten project, as well as other exploration projects, and for working capital and general corporate purposes.

The company will use an amount equal to the gross proceeds from the sale of the charity FT units, pursuant to the provisions in the Income Tax Act (Canada), to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as both terms are defined in the Income Tax Act (Canada) and, in respect of charity FT units purchased by eligible British Columbia purchasers, B.C. flow-through mining expenditures within the meaning of Subsection 4.721(1) of the Income Tax Act (British Columbia), in each case in connection with the company's project located in British Columbia. The company will incur such qualifying expenditures on or Dec. 31, 2027, and will renounce all qualifying expenditures in favour of the subscribers of the charity FT units with an effective date not later than Dec. 31, 2026.

The offering was made in all provinces and territories of Canada by way of a private placement that is exempt from the prospectus requirements under applicable Canadian securities laws.

The securities issued in connection with the offering, including any underlying securities, are subject to a hold period of four months expiring Aug. 24, 2026, in accordance with applicable securities laws. The offering is subject to final acceptance of the TSX Venture Exchange.

About Fox Tungsten Ltd.

The Fox Tungsten project is one of the highest-grade tungsten resources in the world, located in central British Columbia near roads and power lines. It is a premier, 100-per-cent-owned critical minerals deposit, uniquely positioned to solve the West's urgent tungsten supply deficit. The successful 2025 drill program extended mineralization at the RC and BN zones, and an expanded 2026 exploration program planned to grow the resource and enable a PEA (preliminary economic assessment).

Other projects owned by the company include the Silverboss molybdenum-copper-gold-silver project adjacent to Glencore's closed Boss Mountain molybdenum mine and the adjacent Hen-Art-DL gold and silver project.

On Nov. 7, 2024, the company announced the closing of the sale of the Highland Valley copper project to Metal Energy Corp. The company holds 2,347,220 common shares of Metal Energy.

The company is committed to responsible mineral resource development. The company's priority is to build and sustain mutually beneficial relationships with indigenous communities in the territories in which the company explores.

Additional information relating to the company may be obtained or viewed on SEDAR+ or on the company's website.

We seek Safe Harbor.