Fox River obtains securityholder approval for arrangement with Avenir Minerals

TORONTO, ON / ACCESS Newswire / June 23, 2026 / Fox River Resources Corporation (CSE:FOX) ("Fox River" or the "Company") is pleased to announce that, at its special meeting (the "Meeting") of the holders ("Shareholders") of common shares of the Company (the "Common Shares") and the holders ("Optionholders" and, together with the Shareholders, the "Securityholders") of options to purchase Common Shares (the "Options") held earlier today, the Securityholders approved a special resolution (the "Arrangement Resolution") approving the previously announced plan of arrangement, as amended in accordance with the interim order of the Ontario Superior Court of Justice (Commercial List), as amended (the "Arrangement"), pursuant to which Avenir Minerals Limited ("Avenir") will acquire all of the issued and outstanding Common Shares (other than Common Shares held by Avenir or any of its affiliates) for cash consideration of $1.10 for each Common Share held. Voting Results The Arrangement Resolution was required to be approved by an affirmative vote of at least: (i) two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Shareholders and Optionholders, voting as a single class with one vote for each Common Share and Option held; and (ii) a simple majority of the votes cast on the Arrangement Resolution by Shareholders, excluding any votes cast in respect of any Common Shares by any person required to be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The following is a summary of the votes cast on the Arrangement Resolution: Final Order and Anticipated Closing Date Fox River will seek a final order of the Ontario Superior Court of Justice (Commercial List) (the "Final Order") approving the Arrangement.

The hearing of the application for the Final Order is expected to take place on or about June 24, 2026. Subject to receipt of the Final Order and the satisfaction or waiver of certain other conditions to closing of the Arrangement as set out in the arrangement agreement dated May 4, 2026 between Fox River and Avenir (the "Arrangement Agreement"), the Arrangement is anticipated to be completed on July 2, 2026. Further information regarding the Arrangement is provided in Fox River's management information circular dated May 21, 2026 and the Company's news releases dated June 12, 2026 and June 17, 2026, copies of which are available on SEDAR+ under Fox River's issuer profile at www.sedarplus.ca and on Fox River's website at www.fox-river.ca.

About Fox River Resources 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 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.

More information is available at www.fox-river.ca or via Fox River's SEDAR+ profile. On behalf of Fox River Resources Corporation Stephen D. Case, President, Chief Executive Officer and Director Website: www.fox-river.ca For more information, please contact: Stephen D. Case President, Chief Executive Officer and Director Fox River Resources Corporation 141 Adelaide Street West, Suite 301 Toronto, Ontario M5H 3L5 Email: info@fox-river.ca | Website: www.fox-river.ca Cautionary Statement Regarding Forward-Looking Statements Certain of the statements and information in this news release constitute "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian provincial securities laws. Forward-looking statements and information can be identified by statements that certain actions, events or results "could", "may", "should", "will" or "would" be taken, occur or achieved.