Avenir Minerals to Acquire Fox River Resources in All-Cash Transaction for Approximately C$94.3 Million

• Fox River shareholders to receive cash consideration of C$1.10 per Fox River Share

• Purchase price represents premium of approximately 20% to the 30-day VWAP as of May 1, 2026

Fox River board unanimously recommends Fox River securityholders vote in FAVOUR of the Transaction

TORONTO, ON / ACCESS Newswire / May 4, 2026 / Fox River Resources Corporation (CSE:FOX) ("Fox River" or the "Company") is pleased to announce that on May 4, 2026 it entered into a definitive arrangement agreement (the "Arrangement Agreement") pursuant to which Avenir Minerals Limited ("Avenir Minerals"), has agreed to acquire all of the issued and outstanding common shares of Fox River (the "Fox River Shares"), 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 (the "Transaction").

Property Highlights

Fox River holds a 100% interest in the Martison Phosphate Project near Hearst, Ontario. 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 ("Fox River Shareholders") to receive C$1.10 per Fox River Share (the "Consideration") payable in cash, for an aggregate purchase price of approximately C$94.3 million on a fully-diluted basis.

• The Consideration represents a premium of approximately 20% based on the 30-day volume-weighted average price ("VWAP") of the Fox River Shares on the Canadian Securities Exchange (the "CSE") as of May 1, 2026.

• The board of directors of Fox River (the "Board") unanimously (other than directors that 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% of the issued and outstanding Fox River Shares, have 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% of the issued and outstanding Fox River Shares in favour of the Transaction.

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