Mr. Stephen Case reports

AVENIR MINERALS TO ACQUIRE FOX RIVER RESOURCES IN ALL-CASH TRANSACTION FOR APPROXIMATELY C$94.3 MILLION

On May 4, 2026, Fox River Resources Corp. entered into a definitive arrangement agreement, pursuant to which Avenir Minerals Ltd. has agreed to acquire all of the issued and outstanding common shares of Fox River, other than the Fox River shares currently held by Avenir Minerals and its affiliates, by way of a statutory plan of arrangement under the Canada Business Corporations Act.

Property highlights

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 a secure domestic supply of phosphate fertilizers, as well as PPA 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.

Transaction highlights:

• Holders of Fox River shares will receive $1.10 per Fox River share payable in cash, for an aggregate purchase price of approximately $94.3-million on a fully diluted basis.
• The consideration represents a premium of approximately 20 per cent based on the 30-day volume-weighted average price of the Fox River shares on the Canadian Securities Exchange as of May 1, 2026.
• The board of directors of Fox River unanimously (other than directors who recused themselves from voting) recommends that Fox River securityholders vote in favour of the transaction.
• Each of the directors and officers of Fox River, collectively holding approximately 23.5 per cent of the issued and outstanding Fox River shares, has entered into voting support agreements with Avenir Minerals pursuant to which they have agreed to, among other things, vote in favour of the transaction, and Adrian Day Asset Management has agreed to vote or cause to be voted up to approximately 14.7 per cent of the issued and outstanding Fox River shares in favour of the transaction.
• Subject to the various approvals required, the transaction is expected to close early in the third quarter of 2026.

Fox River's chief executive officer, Stephen Case, commented: "From the outset, our priority has been to establish a clear and credible path forward for the development of the Martison project. Given the scale of Martison, it is a project that can only be advanced by a highly capable operator. We are confident that we have aligned all stakeholders with a best-in-class group -- one with a proven track record of successfully delivering projects and creating value for all involved."

"Avenir Minerals was established as a subsidiary of Agnico Eagle Mines Ltd. with a clear mandate to evaluate and advance high-quality critical and strategic mineral projects, with an initial geographic focus on Canada," said Alden Greenhouse, chief executive officer of Avenir Minerals.

In addition, Mr. Greenhouse stated: "This proposed transaction represents Avenir Minerals' first platform-level entry into a critical minerals asset. The Martison project, located in Northern Ontario, is a large-scale phosphate project with a compelling combination of scale, grade, proximity to key infrastructure and long-term development potential. The project is well positioned to support food security, industrial applications and evolving energy transition supply chains. We recognize the work completed by the Fox River team to advance the project to its current stage. This proposed acquisition aligns with Avenir Minerals' desire to maintain a disciplined, phased approach to project advancement with a strong focus on responsible stewardship and respectful engagement with communities and indigenous peoples. As we advance our technical evaluation over the coming years, we will also explore strategic partnerships for funding and resourcing to help further our objective of developing this project."

Key benefits to Fox River:

• Offers a significant premium to Fox River shareholders;
• All-cash offer that is not subject to a financing condition;
• Fox River shareholders to realize immediate liquidity and certainty of value for their entire investment;
• Removes future equity dilution, commodity, exploration, development, construction and execution risk.

Special committee and board recommendations

A special committee was established by the board to consider and evaluate the transaction. The sole member of the special committee is David Lotan, an independent director. In connection with its review and consideration of the transaction, the special committee engaged Mills Dunlop Capital Partners Ltd. to act as independent financial adviser to the special committee. Mills Dunlop delivered a fairness opinion to the special committee stating that, as of the date of the opinion and based upon and subject to the assumptions, limitations, qualifications and other matters set forth in the opinion, the consideration to be received by the Fox River securityholders pursuant to the transaction is fair, from a financial point of view, to such Fox River shareholders. Mills Dunlop will receive a fixed fee for its services that is not dependent on completion of the transaction.

Following consideration of various factors, including receipt of the fairness opinion from Mills Dunlop, and in consultation with its financial and legal advisers, the special committee determined that the transaction is fair and reasonable to the Fox River securityholders and in the best interests of Fox River. Accordingly, the special committee recommended that the board: (a) approve the arrangement agreement; and (b) recommend that the applicable Fox River securityholders vote in favour of the transaction.

Following a review of the terms of the transaction, the recommendation of the special committee, and receipt of fairness opinion from Mills Dunlop, and in consultation with its financial and legal advisers, the board (other than directors who recused themselves from voting) unanimously determined that the transaction is fair and reasonable to the Fox River securityholders and in the best interests of Fox River, and resolved to recommend that the applicable Fox River securityholders vote in favour of the transaction at the special meeting.

Transaction details

The transaction will be subject to the approval of: (a) at least two-thirds of the votes cast by the holders of Fox River shares and options to acquire Fox River shares present in person or represented by proxy at the special meeting of Fox River securityholders to be held to consider and approve the transaction, voting together as a single class; and (b) a simple majority of the votes cast by Fox River shareholders present in person or represented by proxy at the special meeting, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The transaction is also subject to customary conditions, including approval of the Ontario Superior Court of Justice. Subject to satisfaction of such conditions, Fox River expects to hold the special meeting to consider the transaction in June, 2026.

Pursuant to the terms of the transaction, holders of options and performance share units of the company will be treated in accordance with the provisions of the plan of arrangement.

The arrangement agreement provides for customary deal protection provisions, including non-solicitation covenants of Fox River and fiduciary out provisions in favour of Fox River. In addition, the arrangement agreement provides for a termination fee of $2.5-million payable by Fox River if it accepts a superior proposal and in certain other specified circumstances. Each of Fox River and Avenir Minerals has made customary representations, warranties and covenants in the arrangement agreement, including covenants regarding the conduct of Fox River's business prior to the closing of the transaction.

In connection with the transaction, all the directors and officers of Fox River, who collectively own or exercise control over approximately 23.5 per cent of the issued and outstanding Fox River shares, have entered into voting support agreements with Avenir Minerals, pursuant to which each of them has agreed, among other things, to vote all Fox River shares (including any Fox River shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Fox River shares) in favour of the transaction. In addition, Adrian Day Asset Management has entered into a voting support agreement with Avenir Minerals, pursuant to which it has agreed, among other things, to vote or cause to be voted up to approximately 14.7 per cent of the issued and outstanding Fox River shares in favour of the transaction.

Avenir Minerals and its affiliates currently own 7.2 million Fox River shares, representing approximately 9.0 per cent of the issued and outstanding Fox River shares on a non-diluted basis. Avenir Minerals and its affiliates intend to vote each of the Fox River shares they own in favour of the transaction.

Subject to the satisfaction of all conditions to closing set out in the arrangement agreement, it is anticipated that the transaction will be completed early in the third quarter of 2026. Upon closing of the transaction, it is expected that the Fox River shares will be delisted from the Canadian Securities Exchange and that Fox River will cease to be a reporting issuer under applicable Canadian securities laws.

The foregoing summary is qualified in its entirety by the provisions of the applicable documents. A copy of the fairness opinion of Mills Dunlop and a description of the various factors considered by the special committee and the board in their respective determination to approve the transaction, as well as other relevant background information, will be included in Fox River's management information circular that will be prepared and mailed to Fox River shareholders and holders of options in connection with the special meeting. Copies of the circular, the arrangement agreement, the plan of arrangement, the voting support agreements and certain related documents will be filed with the applicable Canadian securities regulators, and will be available on SEDAR+ under Fox River's issuer profile.

In connection with the transaction, Fox River is obligated to pay a finder's fee to an arm's-length finder equal to 0.50 per cent of the transaction value.

Advisers and counsel

CRM Global Capital Inc. and Mills Dunlop are acting as financial advisers to Fox River and the special committee. WeirFoulds LLP is acting as legal adviser to Fox River. Davies Ward Phillips & Vineberg LLP is acting as legal adviser to Avenir Minerals.

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 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.

Qualified person

The scientific and technical disclosure contained in this news release has been reviewed and approved by Tim Horner, PGeo, CGeol, CEng. Mr. Horner is an independent consultant to the company and is a qualified person as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

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