Mr. Harry Chew reports
ARCTIC FOX AND MAKERSOUL ENTER INTO DEFINITIVE AGREEMENT FOR
PROPOSED RTO TRANSACTION
Further to its press release of Feb. 19, 2025, Arctic Fox Lithium Corp. has entered into a definitive
business combination agreement with MakerSoul (Hong Kong) Ltd., dated July 18, 2025, to effect a transaction that will result in the reverse takeover (RTO) of Arctic Fox by MakerSoul to ultimately form the resulting
issuer. If completed, the proposed transaction will constitute a fundamental
change pursuant to the policies of the Canadian Securities Exchange. The proposed transaction is to be arm's length and will be subject to the necessary regulatory approvals, including
final acceptance from the exchange. Following completion of the proposed transaction, the resulting
issuer will carry on the business currently carried on by MakerSoul.
The proposed transaction is planned to be completed by way of a three-cornered amalgamation,
pursuant to which MakerSoul will rearrange through a share exchange agreement with a British
Columbia incorporated company (MakerSoul B.C.), such that MakerSoul will be a wholly owned
subsidiary of MakerSoul B.C. A wholly owned subsidiary of the company incorporated in British
Columbia will then be incorporated and merge with MakerSoul B.C. and MakerSoul B.C. will become a
wholly owned subsidiary of the company. No finders' fees of any kind shall be paid as a direct result of or in association with the proposed transaction. Following completion of the proposed transaction, the resulting
issuer will carry on the business currently carried on by MakerSoul.
In connection with the proposed transaction, MakerSoul will advance a bridge loan to the company in
the amount of $25,000, which shall be secured by a general security agreement
under the laws of the Province of British Columbia. The bridge loan has been negotiated in addition to
the previously disclosed break fee of $150,000.
In connection with the proposed transaction, subject to receipt of applicable approvals, MakerSoul
expects to effect a name change and symbol change, to be confirmed in connection with the closing of
the transaction.
In conjunction with and upon closing of the proposed transaction, the board of directors and the
officers of the resulting
issuer will be changed, and disclosed in connection with the closing. The
directors and officers shall hold office until the first annual meeting of the shareholders of the resulting
issuer following closing or until their successors are duly appointed or elected.
There are currently 70,467,381 common shares of Arctic Fox issued and
outstanding. Pursuant to the terms of the agreement, following the consolidation (as defined herein),
the resulting holders of all issued and outstanding shares of MakerSoul shall
hold approximately 90.00 per cent of the issued and outstanding common shares of the resulting
issuer, subject to adjustment in certain circumstances. In connection with the proposed transaction, Arctic Fox will, subject to the prior approval of the board of directors of Arctic Fox,
implement a consolidation of the Arctic Fox shares on a 1:10 basis, such that,
following the consolidation, there will be 7,046,738 Arctic Fox shares outstanding. The Arctic Fox
shares will remain halted until the closing of the proposed transaction.
It is anticipated that all securities convertible, exercisable or exchangeable for MakerSoul shares will
be converted or exchanged (or otherwise become convertible or exercisable in accordance with their
terms) into similar securities of the resulting
issuer on substantially similar terms and conditions based
on the exchange ratio. In connection with the proposed transaction, it is anticipated that all
outstanding stock options and common share purchase warrants of Arctic Fox will remain in effect on
substantially the same terms, subject to the consolidation and customary anti-dilution adjustments in
accordance with the terms thereof.
In connection with the proposed transaction, it is anticipated that all outstanding stock options and
common share purchase warrants of the company will remain in effect on substantially the same terms,
subject to customary anti-dilution adjustments in accordance with the terms thereof.
Pursuant to the agreement, $250,000 of debt of Arctic Fox will be settled into Arctic Fox shares
or shares of the resulting
issuer immediately prior to or in connection with the closing of the proposed transaction. MakerSoul is a private corporation. It is the intention for the resulting
issuer to be listed
for trading on the exchange following the closing of the proposed transaction.
Completion of the proposed transaction is subject to a number of conditions precedent, including, but
not limited to, receipt of all required shareholder, regulatory and other approvals. The company intends
to seek the requisite shareholder approval for the proposed transaction by way of written consent
resolution, pursuant to the policies of the exchange and relevant securities and corporate laws.
The proposed transaction and listing of the resulting
issuer is subject to review by the exchange and
conditional approval has not yet been granted. Neither the exchange nor the market regulator (as that
term is defined in the policies of the exchange) has in any way passed upon the merits of the
agreement, RTO or proposed transaction, and neither of the foregoing entities accepts responsibility
for the adequacy or accuracy of this news release or has in any way approved or disapproved of the
contents of this news release.
About MakerSoul (Hong Kong) Ltd.
MakerSoul is a prominent retail platform for hardware and power tools in Hong Kong. MakerSoul
offers wholesale and retail options both on-line and off-line, offering a wide range of hardware, power
tools and safety supplies from internationally recognized brands. MakerSoul currently and continues
to hold a leading position in Hong Kong within this market segment.
To engage and inform customers, MakerSoul leverages its on-line shopping and social media platforms and collaborates with stakeholders across multiple industries to generate and disseminate information
relevant to customers. Additionally, MakerSoul has developed its own brand, TigerBull, which
focuses on user-friendly trolley products. This focus on vertical integration allows for increased
margins and a higher level of control.
In fiscal 2023, MakerSoul reported audited revenue numbers of approximately $4-million,
reflecting a 100-per-cent increase from $2-million in fiscal 2022. The gross profit for fiscal 2023 was
$1.1-million, with a net income of $160,000, representing increases of 15 per cent and 60 per cent from
the previous year, respectively. Profit margins ranged from 25 per cent to 28 per cent. For fiscal 2024, MakerSoul is
projected to achieve approximately $5.1-million in revenue, a gross profit of $1.5-million
and net income of $250,000. The profit margin is expected to rise to approximately 30 per cent.
Management currently estimates revenues of approximately $5.8-million, gross profit of $2-million and net income of $310,000 in fiscal 2025. Profit margin is expected to increase to 33 per cent,
which is attributed to the introduction of new products and proprietary brands. Furthermore, the
company aims to expand its operations in Asia while also exploring opportunities within the AI
(artificial intelligence) robotics industry.
About Arctic Fox Lithium Corp.
Arctic Fox Lithium is a junior mineral exploration company focused on the acquisition and development of
mineral properties containing battery, base and precious metals. The company's 2,756-hectare Pontax North
lithium project is located 12 kilometres south of Allkem Ltd.'s James Bay lithium project and 12 kilometres north of Stria Lithium Inc.'s Pontax lithium project, located
in Northern Quebec, approximately 130 kilometres east of the Eastmain Cree Nation's community.
We seek Safe Harbor.
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