Announcement • May 06
Avenir Minerals entered into a definitive arrangement agreement to acquire remaining 91% stake in Fox River Resources Corporation (CNSX:FOX) from Global Strategic Management Inc. and others for CAD 82.1 million. Avenir Minerals entered into a definitive arrangement agreement to acquire remaining 91% stake in Fox River Resources Corporation (CNSX:FOX) from Global Strategic Management Inc. and others for CAD 82.1 million on May 4, 2026. Holders of Fox River Shares will receive CAD 1.10 per Fox River Share payable in cash, for an aggregate purchase price of approximately CAD 94.3 million on a fully-diluted basis. Avenir Minerals and its affiliates currently own 7.2 million Fox River Shares, representing approximately 9.0% of the issued and outstanding Fox River Shares on a non-diluted basis. Each of the directors and officers of Fox River collectively own or exercise control over approximately 23.5% of the issued and outstanding Fox River Shares. Upon closing of the transaction, it is expected that the Fox River Shares will be delisted from the CSE and that Fox River will cease to be a reporting issuer under applicable Canadian securities laws. In case of termination of transaction, Global Strategic Management Inc. will pay a termination fee of CAD 2.50 million.
The transaction is subject to approval of the Ontario Superior Court of Justice and approval of offer by target shareholders. The Board of Directors of Fox River formed a special committee for the transaction. The board of directors of Fox River unanimously recommends that Fox River securityholders vote in favor of the transaction. The transaction is expected to close early in the third quarter of 2026. The transaction is expected to provide Fox River shareholders with immediate liquidity and certainty of value for their investment. It also removes future risks associated with equity dilution, commodities, exploration, development, construction, and execution.
Mills Dunlop Capital Partners Ltd. acted as fairness opinion provider for the special committee of Fox River Resources Corporation. Mills Dunlop Capital Partners Ltd. acted as financial advisor for Fox River Resources Corporation. CRM Global Capital Inc. acted as financial advisor for Fox River Resources Corporation. WeirFoulds LLP acted as legal advisor for Fox River Resources Corporation. Davies Ward Phillips & Vineberg LLP acted as legal advisor for Avenir Minerals. Announcement • Feb 27
Fox River Resources Corporation, Annual General Meeting, Apr 30, 2026 Fox River Resources Corporation, Annual General Meeting, Apr 30, 2026. Board Change • Feb 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 2 experienced directors. 2 highly experienced directors. Independent Non-Executive Chairman Dave Lotan was the last director to join the board, commencing their role in 2023. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model.