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Arctic Fox Lithium Corp. - Common Shares
Symbol AFX
Shares Issued 15,446,086
Close 2026-02-19 C$ 0.315
Market Cap C$ 4,865,517
Recent Sedar+ Documents

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

2026-02-19 17:30 ET - News Release

(via TheNewswire)

Arctic Fox Lithium Corp.

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

About the Shipshaw Property

The Shipshaw Property is a rare earth element (“REE ”) and niobium exploration property located approximately 9 kilometers northwest of the City of Saguenay, Québec within the Saguenay Graben of the Grenville Geological Province. The Shipshaw Property is situated nearby the producing Niobec Mine located approximately 5 km of the Property. The Niobec Mine is an underground niobium-producing mine in commercial production since 1976.1

The Property is geologically hosted within the Grenville province in the Canadian shield which is host for high-grade metamorphic terranes and deep-level thrust stacks along ductile shear zones, exhibits promising geological characteristics, characterized by a swarm of lamprophyre dykes associated with the Saint-Honore alkaline Saguenay Graben, crosscutting three main lithologies: limestone, anorthosite and monzonite.

Historical drilling campaign in the vicinity of a low Mag anomalies has intercepted several dykes of carbonatite and lamprophyre in which several samples from those carbonatites graded up to 3.7% of TREE oxides (including 0.99 % La2O3, 1.67 % Ce2O3 et 0.59 % Nd2O3) over 0.24 metre 2 and illustrating significant grades in associated elements including 0.251% Nb 2 O 5 over 0.75 metre 2 , 0.071% ThO 2 over 1.70 metre 2 , 1.172% ZrO 2 over 1.10 metre 2 and 9.65% P 2 O 5  over 0.78 m 3 .

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

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

Transaction Terms

In connection with the acquisition of the Property and pursuant to the terms of the Transaction, the Company  (i) paid to the Claim Holder a cash payment in the amount of $60,000; and (ii) issued to the Vendors an aggregate amount equal to 10,000,000 common shares in the capital of the Company (the “ Payment Shares ”). In addition to any relevant hold period under applicable securities laws, all Payment Shares are subject to a twelve (12) month voluntary escrow provision (the “ Escrow Period ”) whereby the Vendors may not trade the Payment Shares during the time during the Escrow Period.  

Upon the Company conducting a secondary equity financing 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’s length to the Company and no finder’s fees were payable in connection with the Transaction.

Closing of Private Placement

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

The Company will use the net proceeds from the Offering for general working and administrative capital, closing costs related to the Transaction and Offering and exploration expenditures in connection with the Shipshaw Property and its other mineral properties.

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

The Units were offered: (a) by way of private placement in all of the provinces of Canada pursuant to applicable exemptions from the prospectus 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 from the registration requirements provided for under the United States Securities Act of 1933, as amended (the “U.S. Securities Act ”); and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The Units issued pursuant to the Offering to purchasers in Canada are subject to a four-month and one day hold period in Canada pursuant to applicable Canadian securities laws. The Units will be offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 – Distributions Outside Canada and, accordingly, the securities issued pursuant to the Offering to purchasers outside of Canada are not subject to a four-month and one day hold period in Canada. The Units have not been registered under the U.S. Securities Act, as amended. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.  

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

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

Appointment of Director

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

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

Qualified Person

The technical content of this news release has been reviewed and approved by Mr. Babak V. Azar, P.Geo., géo (OGQ#10876) an independent consultant and a qualified person as defined by NI 43-101. Historical reports provided by the optionor were reviewed by the qualified person. The information provided has not been verified and is being treated as historic.

This news release contains references to neighboring properties in which the Company has no interest. Mineralization on those neighboring properties is not necessarily indicative of mineralization at the Niobec Mine.

About Arctic Fox Lithium Corp.

Arctic Fox Lithium Corp. is a junior mineral exploration company advancing its Shipshaw Property located approximately 9 kilometres northwest of the City of Saguenay, Québec, within the Saguenay Graben of the Grenville Geological Province. The Shipshaw Property is situated along the same regional geological corridor as the producing Niobec Mine, an underground niobium operation in commercial production since 1976. The proximity of the Property to the Niobec Mine, combined with comparable geological setting, underscores its prospective nature for niobium and associated rare earth element mineralization.

The Company is also focused on advancing its 2,756-hectare Pontax North Lithium Project (“Pontax North ”) is located 12 km south of Allkem Ltd. (ASX/TSX: ALLKEM) (“Allkem ”) James Bay Lithium Project and 12 km north of Stria Lithium Inc.’s (CSE: SRA) Pontax Lithium Project, located in northern Québec, approximately 130 km east of the Eastmain Cree Nation’s community. The Company is currently planning a second-phase exploration program at Pontax North and continues to evaluate accretive opportunities across the rare earth element and broader critical-minerals sectors to complement and expand its project portfolio.

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

 

Forward-Looking Information: Except for statements of historic fact this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan” “expect” “project” “intend” “believe” “anticipate” “estimate” and other similar words or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward- looking statements including but not limited to the Transaction, the Offering, the Property and other statements contained herein. There are uncertainties inherent in forward-looking information including factors beyond the Company’s control. There are no assurances that the business plans for Arctic Fox described in this news release will come into effect on the terms or time frame described herein. The Company undertakes no obligation to update forward-looking information if circumstances or management’s estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in the Company’s filings with Canadian 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, MME MARIE-JOSÉE GIRAR, DIOS EXPLORATION, GM 65544, Energie et Ressources naturelle Quebec, 2 Decembre 2010

3  PROPRIÉTÉ SHIPSAW CAMPAGNE DE FORAGE HIVER 2011, MME MARIE-JOSÉE GIRAR, DIOS EXPLORATION, GM 66096, Energie et Ressources naturelle Quebec, 7 Novembre 2011

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