Fox River Resources Corporation (FOX)

Fox River Announces Amended Interim OrderJune 17, 2026 7:30 AM
ACCESS NewswireTORONTO, ON / ACCESS Newswire / June 17, 2026 / Fox River Resources Corporation (CSE:FOX) ("Fox River" or the "Company") is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued an amendment to the interim order of the Court dated May 21, 2026 (the "Interim Order") to remove the requirement that only registered shareholders ("Registered Shareholders") of common shares ("Common Shares") as of the record date of May 14, 2026 (the "Record Date") may exercise their dissent rights in connection with the proposed plan of arrangement (the "Arrangement") involving Fox River and Avenir Minerals Limited.The effect of the amended Interim Order is to extend dissent rights in accordance with section 190 of the Canada Business Corporations Act, as modified by the Interim Order, to each Registered Shareholder at the time dissent rights are otherwise validly exercised, irrespective of whether that shareholder was a Registered Shareholder as of the close of business on the Record Date.As previously announced, the Company's special meeting (the "Meeting") of holders of Common Shares and other securities of the Company (collectively, "Securityholders") will be held on June 23, 2026 to consider and, if deemed advisable, pass a special resolution approving the Arrangement. If the requisite approval is obtained at the Meeting, the Company intends to apply to the Court for a final order approving the Arrangement (the "Final Order"). Additional information regarding the Arrangement and the Meeting is available in the management information circular dated May 21, 2026, which, together with the amended Interim Order, is available on SEDAR+ under Fox River's profile at www.sedarplus.ca.About Fox River ResourcesFox 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.To view further details about Fox River, please visit Fox River's website, www.fox-river.ca.Cautionary Statement Concerning Forward-Looking StatementsThis news release contains "forward-looking information" as defined under applicable securities laws. Such forward-looking information includes statements relating to: the anticipated timing of the Meeting and the Final Order; whether the Arrangement will be completed, including the ability and timing to obtain approval of the Arrangement by securityholders and by the Court; and the ability and timing of satisfaction of the conditions precedent to completion of the Arrangement.Forward-looking information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in the Company's management information circular dated May 21, 2026 under the heading "Risk Factors Relating to the Arrangement" and in the Company's annual financial statements and management's discussion and analysis for the year ended October 31, 2025, which are available under Fox River's profile on SEDAR+ at www.sedarplus.ca.Given these risks and uncertainties, Securityholders should not place undue reliance on forward-looking information as a prediction of actual results. The Company is under no obligation, and expressly disclaims any obligation, to update or alter any statements containing forward-looking information, the risks or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by applicable laws.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
info@fox-river.ca | www.fox-river.caSOURCE: Fox River Resources CorporationView the original press release on ACCESS NewswireOriginal: Fox River Announces Amended Interim Order

Fox River Provides Reminder To Vote And Updated Dissent RightsJune 12, 2026 4:30 PM
ACCESS NewswireTORONTO, ON / ACCESS Newswire / June 12, 2026 / Fox River Resources Corporation (CSE:FOX) ("Fox River" or the "Company"). As previously announced, the Company's special meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") and holders ("Optionholders" and, together with Shareholders, "Securityholders") of options to purchase Common Shares ("Options") will be held in person at Suite 4100 - 66 Wellington Street West, TD Bank Tower, Toronto, Ontario on June 23, 2026 at 9:30 a.m. (Toronto time), for the purpose of considering and, if deemed advisable, passing a special resolution (the "Arrangement Resolution") approving a plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Arrangement"), involving Fox River and Avenir Minerals Limited ("Avenir" or the "Acquiror") pursuant to an arrangement agreement dated May 4, 2026 between Fox River and Avenir (the "Arrangement Agreement").Under the Arrangement, Shareholders will receive cash consideration of $1.10 for each Common Share held (the "Consideration"). The Arrangement is described in more detail in the management information circular dated May 21, 2026 (the "Management Information Circular"), which is available on SEDAR+ under Fox River's profile at www.sedarplus.ca. As a supplement to the disclosure in the Management Information Circular, Fox River is pleased to provide additional information below under the heading Dissent Rights.Voting InstructionsThe Board fixed May 14, 2026 as the record date for determining the Securityholders entitled to receive notice of and vote at the Meeting. Only registered Shareholders and Optionholders as of the record date, or their duly appointed proxyholders, are entitled to receive notice of, attend and vote at the Meeting.Registered Shareholders and Optionholders as of the record date and duly appointed proxyholders (including non-registered Shareholders who have appointed themselves as proxyholders) will be able to attend, ask questions and vote at the Meeting. Registered Shareholders, Optionholders, non-registered Shareholders and any other guests will not be able to attend the Meeting virtually, and non-registered Shareholders must be duly appointed as proxyholders in accordance with the procedures in the Management Information Circular and related proxy materials to attend, ask questions and vote at the Meeting.To be valid, a registered Shareholder's or Optionholder's proxy must be received by the Company's transfer agent, TSX Trust Company, no later than 9:30 a.m. (Toronto time) on Friday, June 19, 2026 or, if the Meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the time at which the adjourned or postponed Meeting is reconvened. Proxies received after that time may be accepted by the Chair of the Meeting with the consent of Avenir; however, the Chair of the Meeting is under no obligation to accept late proxies.YOUR VOTE IS IMPORTANTThe board of directors of Fox River (the "Board") (with each of the directors, other than David Lotan, having declared their interest in the Arrangement and having recused themselves), after consultation with its legal and financial advisors and following the recommendation of the special committee of the Board (acting through David Lotan, as the sole deliberating and voting member) (the "Special Committee"), recommended that Securityholders vote FOR the Arrangement Resolution.Shareholder Questions and AssistanceIf Securityholders have any questions or require more information with regard to the procedures for voting or completing their proxy or voting instruction form, they should contact Laurel Hill Advisory Group by calling 1-877-452-7184 toll-free for Securityholders in North America, 416-304-0211 for Securityholders outside of North America, by texting the word "INFO" to either number, or by email at assistance@laurelhill.com.Reasons for the RecommendationIn evaluating the Arrangement and reaching their conclusion that the Arrangement is fair and reasonable to Securityholders and in the best interests of the Company, the Special Committee and the Board considered the benefits and advantages resulting from the Arrangement, including:Significant Premium: The Arrangement values the equity of the Company at approximately $94.3 million on a fully-diluted basis, or $1.10 per Common Share. The Consideration represents a premium of approximately 20% to the 30-day volume-weighted average price of the Common Shares on the CSE for the period ending on May 1, 2026.Negotiated Arrangement: The Arrangement Agreement is the result of a rigorous negotiation process with Avenir that was undertaken by the Company and the financial and legal advisors of the Company and the Special Committee, with the oversight and participation of the Special Committee and the Board.Certainty of Value and Immediate Liquidity: The Consideration offered to Shareholders under the Arrangement is all cash, which allows Shareholders to immediately realize value for all of their investment and provides certainty of value and immediate liquidity compared to the risks, uncertainties, difficulties and longer potential timeline for realizing equivalent value from the Company's business.Fairness of Process: Securityholders enjoy a number of protections to assure fairness of the Arrangement. The Arrangement Resolution must be approved by (i) the affirmative vote of at least 66?% of the votes cast by Shareholders and Optionholders, voting as a single class with one vote for each Common Share and Option held, present in person or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding any votes required to be excluded under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Arrangement must also be approved by the Court, which will consider the fairness and reasonableness of the Arrangement. Registered Shareholders may, upon compliance with certain conditions and in certain circumstances, exercise dissent rights and, if ultimately successful, receive fair value for their Common Shares as determined by the Court.Stakeholder Considerations. The Special Committee and the Board considered the effect of the Arrangement on the Company's stakeholders, including Securityholders, employees, partners, creditors and lessors, and concluded that the Arrangement would not be adverse to their interests.Deal Certainty. The Special Committee and the Board considered Avenir's commitment to the Arrangement and the Acquiror's and its affiliates' creditworthiness, particularly Avenir's ability to finance the Arrangement with cash on hand and its management team's track record of executing strategic transactions in the critical minerals sector.Support of Directors, Officers and Certain Shareholders. Avenir has entered into voting and support agreements with the supporting shareholders, who collectively beneficially own or exercise control or direction over approximately 38.3% of the issued and outstanding Common Shares on a non-diluted basis as of the record date, and who have agreed, subject to the terms and conditions of those agreements, to vote their Common Shares in favour of the Arrangement Resolution.Ability to Respond to Superior Proposals. The Arrangement Agreement permits the Board to respond to certain unsolicited Acquisition Proposals that may constitute a Superior Proposal and, subject to specified conditions, to make a Change in Recommendation and/or enter into a Permitted Acquisition Agreement (each as defined in the Management Information Circular).Dissent RightsThe Plan of Arrangement and the Interim Order (each as defined in the Management Information Circular) currently provide that dissent rights may be exercised only by registered Shareholders as of the close of business on the record date. Certain non-registered Shareholders may have found it impracticable to arrange for their Common Shares to be held in registered form prior to the record date for purposes of exercising their dissent rights. To address this concern, Fox River and Avenir have agreed to amend the Plan of Arrangement, and Fox River is taking steps to seek a corresponding amendment to the Interim Order, to remove the requirement that registered Shareholders be registered as of the record date to exercise their dissent rights.The effect of these amendments is to extend dissent rights in accordance with section 190 of the Canada Business Corporations Act, as modified by the Interim Order, to each Shareholder that is a registered Shareholder at the time dissent rights are exercised, irrespective of whether that shareholder was a registered Shareholder as of the close of business on the record date.Additional InformationThe Company's Management Information Circular and related materials (the "Meeting Materials") are available on SEDAR+ under Fox River's profile at www.sedarplus.ca. All Securityholders are urged to read the Meeting Materials.About Fox River ResourcesFox River is a Canadian exploration company listed on the CSE. Fox River's strategy is to generate or acquire early-stage igneous phosphate exploration opportunities and advance them through direct exploration by its experienced team or by business partnerships and joint venture arrangements. Fox River's principal asset and focus is the Martison Project, which is located near Hearst, Ontario, and its Common Shares are listed and traded on the CSE under the symbol "FOX".To view further details about Fox River, please visit Fox River's website, www.fox-river.ca.Cautionary Statement Concerning Forward-Looking StatementsThis news release contains "forward-looking information" as defined under applicable securities laws. Such forward-looking information includes, but is not limited to, statements relating to: the anticipated timing of the Meeting, the Final Order and the anticipated Effective Date; the structure and effect of the Arrangement; whether the Arrangement will be completed, including the ability and timing to obtain approval of the Arrangement by Securityholders and by the Court; the ability and timing of satisfaction of the conditions precedent to completion of the Arrangement, including regulatory approvals; the closing of the Arrangement and the delisting of the Common Shares from the CSE following the Effective Date; the Corporation ceasing to be a reporting issuer; the anticipated benefits of the Arrangement to Securityholders; the treatment of equity awards; and the anticipated tax treatment of the Arrangement for Securityholders.Forward-looking information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in the Management Information Circular under the heading "Risk Factors Relating to the Arrangement" and in the Company's annual financial statements and management's discussion and analysis for the year ended October 31, 2025, which are available under Fox River's profile on SEDAR+ at www.sedarplus.ca. Such risks and uncertainties include, among others, general business, economic, competitive, political and social uncertainties; changes or delays in the timing of the Meeting, the Final Order or the anticipated Effective Date; failure to receive Securityholder approval or required Court approval; failure to satisfy conditions to completion of the Arrangement in a timely manner, on satisfactory terms or at all, including required regulatory approvals; the occurrence of a Material Adverse Effect; Dissent Rights being exercised with respect to more than 10% of the issued and outstanding Common Shares; and the possibility of legal proceedings relating to the Arrangement.Given these risks and uncertainties, Securityholders should not place undue reliance on forward-looking information as a prediction of actual results. The Company is under no obligation, and expressly disclaims any obligation, to update or alter any statements containing forward-looking information, the risks or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by applicable laws.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 | info@fox-river.ca | www.fox-river.caSOURCE: Fox River Resources CorporationView the original press release on ACCESS NewswireOriginal: Fox River Provides Reminder To Vote And Updated Dissent Rights

Fox River Resources Corporation Obtains Interim Order for Plan of Arrangement and Provides Details of Special MeetingMay 20, 2026 4:15 PM
ACCESS NewswireYour vote is important. Vote well in advance of the proxy voting deadline on Friday, June 19, 2026 at 9:30 a.m. (Toronto time).Securityholders with questions or who would like assistance in voting are encouraged to contact Laurel Hill Advisory Group by email at assistance@laurelhill.com, or by texting INFO to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America). TORONTO, ON / ACCESS Newswire / May 20, 2026 / Fox River Resources Corporation (CSE:FOX) ("Fox River") announces that, further to its news release disseminated on May 4, 2026 (the "Prior Release"), it has obtained an interim order (the "Interim Order") of the Ontario Superior Court of Justice (Commercial List) (the "Court") in connection with the proposed arrangement (the "Arrangement") involving Fox River and Avenir Minerals Limited ("Avenir Minerals") to be implemented pursuant to a statutory plan of arrangement under the Canada Business Corporations Act.The Interim Order provides for the holding of a special meeting (the "Special Meeting") of the holders (the "Shareholders") of common shares of Fox River (the "Fox River Shares") and holders (the "Optionholders") of options to acquire Fox River Shares (the "Options") to consider and vote on a special resolution approving the Arrangement (the "Arrangement Resolution"). The Special Meeting will be held in person on Tuesday, June 23, 2026 at 9:30 a.m. (Toronto time) at Suite 4100 - 66 Wellington Street West, TD Bank Tower, Toronto, Ontario. The board of directors of Fox River (the "Board") has fixed the close of business on May 14, 2026 as the record date for determining Shareholders and Optionholders entitled to receive notice of and vote at the Special Meeting.Meeting MaterialsIn connection with the Special Meeting, Fox River will be mailing a notice of meeting, a management information circular (the "Circular"), forms of proxy, letters of transmittal and related meeting materials (collectively, the "Meeting Materials") to Shareholders and Optionholders. Shareholders and Optionholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of the Shareholders and Optionholders in relation thereto. The Meeting Materials will also be available on SEDAR+ under Fox River's issuer profile at www.sedarplus.ca and on Fox River's website at www.fox-river.ca.Final Order and Completion DateThe terms of the Arrangement are summarized in the Prior Release and full details of the Arrangement will be set out in the Circular. The application for the final order of the Court (the "Final Order") approving the Arrangement is currently expected to take place on or about June 24, 2026. Subject to receipt of the Final Order, the required approvals from the Shareholders and Optionholders at the Special Meeting, 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 Minerals (the "Arrangement Agreement"), the Arrangement is anticipated to be completed early in the third quarter of 2026.Voting RequirementsIn order to become effective, the Arrangement Resolution must be approved by an affirmative vote of at least: (i) two-thirds (66?%) of the votes cast on the Arrangement Resolution by Shareholders and Optionholders, present in person or represented by proxy at the Special Meeting and voting together as a single class; and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Shareholders, excluding any votes cast in respect of any Fox River Shares by any person required to be excluded in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, as will be further described in the Circular.The Board (with each of the directors, other than David Lotan, having declared their interest in the Arrangement and having recused themselves) has determined that the Arrangement is fair and reasonable to the Shareholders and Optionholders and in the best interests of Fox River. The Board recommends that the Shareholders and Optionholders vote FOR the Arrangement Resolution.To be valid, proxies must be received by TSX Trust Company no later than 9:30 a.m. (Toronto time) on Friday, June 19, 2026. Non-registered Shareholders that hold Fox River Shares through a broker, bank, custodian or other intermediary should carefully follow the instructions provided by their intermediary to ensure that their Fox River Shares are voted at the Special Meeting in accordance with their voting instructions. A non-registered Shareholder's voting instructions must be received in sufficient time to allow them to be forwarded by the non-registered Shareholder's intermediary to TSX Trust Company before 9:30 a.m. (Toronto time) on Friday, June 19, 2026.Shareholder Questions and AssistanceIf you have any questions or require more information with regard to the procedures for voting or completing your proxy or voting instruction form, please contact Fox River's proxy solicitation agent: Laurel Hill Advisory Group, by calling 1-877-452-7184, toll-free for Securityholders in North America, 416-304-0211 for Securityholders outside of North America, by texting the word "INFO" to either number or by email at assistance@laurelhill.com.About Fox RiverFox 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.For further information on Fox River, please contact:Stephen Case, Chief Executive Officer
Tel: (416) 972-9222
Email: info@fox-river.ca
Website: www.fox-river.caCautionary Statement Regarding Forward-Looking StatementsCertain 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. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the timing for mailing of the Meeting Materials; anticipated timing of Fox River's application for the Final Order; receipt of the Final Order; receipt of Shareholder and Optionholder approval in respect of the Arrangement Resolution; and the satisfaction or waiver of certain other conditions to closing of the Arrangement as set out in the Arrangement Agreement; and the anticipated timing of the closing of the Arrangement.The forward-looking statements and information contained in this news release reflect Fox River's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Fox River, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.Fox River cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Fox River has made assumptions and estimates based on or related to many of these factors. In addition, in connection with the forward-looking statements contained in this press release, Fox River has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, shareholder and court approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement or the ability of the Board to consider and approve, subject to compliance by Fox River of its obligations under the Arrangement Agreement, a superior proposal for Fox River. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by Fox River with its obligations under the Arrangement Agreement, a superior proposal for Fox River; the failure to realize the expected benefits of the Arrangement; the effect of the announcement of the Arrangement on the ability of Fox River to retain and hire key personnel and maintain business relationships; the market price of the Fox River Shares and business generally; potential legal proceedings relating to the Arrangement and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Arrangement, or the risk that the anticipated benefits of the Arrangement may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Fox River continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Fox River to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks, uncertainties and other factors are identified in Fox River's most recent management's discussion and analysis, which has been filed with the Canadian provincial securities regulatory authorities, as applicable.Although Fox River has attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Fox River's current views in respect of the Arrangement and related matters and may not be appropriate for other purposes. Fox River does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.This news release does not constitute (and may not be construed to be) a solicitation or offer by Fox River or any of its respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.SOURCE: Fox River Resources CorporationView the original press release on ACCESS NewswireOriginal: Fox River Resources Corporation Obtains Interim Order for Plan of Arrangement and Provides Details of Special Meeting

Canadian Investment Regulatory Organization Trade Resumption - FOXMay 4, 2026 10:45 AM
PR Newswire (Canada)

VANCOUVER, BC, May 4, 2026 /CNW/ - Trading resumes in:Company: Fox River Resources CorporationCSE Symbol: FOX All Issues: YesResumption (ET): 11:00 AMCIRO can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. CIRO is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.SOURCE Canadian Investment Regulatory Organization (CIRO) – Halts/Resumptions

Original: Canadian Investment Regulatory Organization Trade Resumption - FOX

L'Organisme canadien de réglementation des investissements permet la reprise de la négociation - FOXMay 4, 2026 10:47 AM
PR Newswire (Canada)

VANCOUVER, BC, le 4 mai 2026 /CNW/ - Reprise des négociations pour:Société : Fox River Resources CorporationSymbole CSE : FOX Les titres : OuiReprise (HE) : 11 h 00 L'OCRI peut prendre la décision de suspendre (ou d'arrêter) temporairement les opérations à l'égard d'un titre d'une société cotée en bourse. Les arrêts des opérations sont mis en oeuvre afin d'assurer le bon fonctionnement d'un marché équitable. L'OCRI est l'organisme d'autoréglementation national qui surveille l'ensemble des courtiers en placement et l'ensemble des opérations effectuées sur les marchés des titres de capitaux propres et les marchés des titres de créance au Canada.SOURCE L’Organisme canadien de règlementation des investissements (OCRI) - Arrêts/Reprises

Original: L'Organisme canadien de réglementation des investissements permet la reprise de la négociation - FOX

Avenir Minerals to Acquire Fox River Resources in All-Cash Transaction for Approximately C$94.3 MillionMay 4, 2026 10:27 AM
ACCESS NewswireFox River shareholders to receive cash consideration of C$1.10 per Fox River SharePurchase price represents premium of approximately 20% to the 30-day VWAP as of May 1, 2026Fox 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 HighlightsFox 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 HighlightsHolders 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.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 Limited 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 recognise 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 RiverOffers 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 RecommendationsA special committee (the "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. ("Mills Dunlop") to act as independent financial advisor 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 advisors, 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 advisors, the Board (other than directors that 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 DetailsThe 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 ("Options") present in person or represented by proxy at the special meeting of Fox River securityholders to be held to consider and approve the Transaction (the "Special Meeting"), 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 C$2,500,000 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 and 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, each of the directors and officers of Fox River, who collectively own or exercise control over approximately 23.5% of the issued and outstanding Fox River Shares, have entered into voting support agreements (collectively, the "Voting Support Agreements") with Avenir Minerals, pursuant to which each of them has agreed, among other things, to vote all of their 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% 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% 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 CSE 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 (the "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+ (www.sedarplus.ca) 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% of the Transaction value.Advisors and CounselCRM Global Capital Inc. and Mills Dunlop are acting as financial advisors to Fox River and the Special Committee. WeirFoulds LLP is acting as legal advisor to Fox River. Davies Ward Phillips & Vineberg LLP is acting as legal advisor to Avenir Minerals.About Fox River Resources CorporationFox 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 Case
Chief Executive Officer
Tel: (416) 972 9222Qualified PersonThe scientific and technical disclosure contained in this news release has been reviewed and approved by Mr. Tim Horner, P.Geo. 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.Cautionary Statement Regarding Forward-Looking StatementsCertain 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. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: the proposed acquisition by Avenir Minerals of all of the Fox River Shares and the terms thereof; statements regarding the anticipated benefits of the Transaction for Fox River; the anticipated filing of materials on SEDAR+; the approval of the Transaction by Fox River Shareholders; regulatory approvals and closing conditions to the Transaction; the expected date of completion of the Transaction; the expectation 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 and other statements that are not historical fact.The forward-looking statements and information contained in this news release reflect Fox River's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by Fox River, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies.Fox River cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and Fox River has made assumptions and estimates based on or related to many of these factors. In addition, in connection with the forward-looking statements contained in this press release, Fox River has made certain assumptions, including the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Transaction, and other expectations and assumptions concerning the proposed Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessary regulatory, shareholder and court approvals, the necessity to extend the time limits for satisfying the other conditions for the completion of the proposed Arrangement or the ability of the Board to consider and approve, subject to compliance by Fox River of its obligations under the Arrangement Agreement, a superior proposal for Fox River. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking financial information and statements are the following: the failure of the parties to obtain the necessary shareholder, regulatory and court approvals or to otherwise satisfy the conditions for the completion of the Transaction; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by Fox River with its obligations under the Arrangement Agreement, a superior proposal for Fox River; the failure to realize the expected benefits of the Transaction; the effect of the announcement of the Transaction on the ability of Fox River to retain and hire key personnel and maintain business relationships; the market price of the Fox River Shares and business generally; potential legal proceedings relating to the Transaction and the outcome of any such legal proceeding; the inherent risks, costs and uncertainties associated with transitioning the business successfully and risks of not achieving all or any of the anticipated benefits of the Transaction, or the risk that the anticipated benefits of the Transaction may not be fully realized or take longer to realize than expected; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement and general economic conditions. Failure to obtain the necessary shareholder, regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms or at all. In addition, if the Transaction is not completed, and Fox River continues as an independent entity, there are risks that the announcement of the Transaction and the dedication of substantial resources by Fox River to the completion of the Transaction could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Additional risks, uncertainties and other factors are identified in Fox River's most recent management's discussion and analysis, which has been filed with the Canadian provincial securities regulatory authorities, as applicable.Although Fox River has attempted to identify important factors that could cause actual results to differ materially from those set out or implied by the forward-looking statements and information, this list is not exhaustive and there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors should use caution when considering, and should not place undue reliance on any, forward-looking statements and information. Forward-looking statements and information are designed to help readers understand Fox River's current views in respect of the Transaction and related matters and may not be appropriate for other purposes. Fox River does not intend, nor does it assume any obligation to update or revise forward-looking statements or information, whether as a result of new information, changes in assumptions, future events or otherwise, except to the extent required by law.This news release does not constitute (and may not be construed to be) a solicitation or offer by Fox River or any of its respective directors, officers, employees, representatives or agents to buy or sell any securities of any person in any jurisdiction, or a solicitation of a proxy of any securityholder of any person in any jurisdiction, in each case, within the meaning of applicable laws.Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.SOURCE: Fox River Resources CorporationView the original press release on ACCESS NewswireOriginal: Avenir Minerals to Acquire Fox River Resources in All-Cash Transaction for Approximately C$94.3 Million

Canadian Investment Regulatory Organization Trading Halt - FOXMay 4, 2026 8:01 AM
PR Newswire (Canada)

VANCOUVER, BC, May 4, 2026 /CNW/ - The following issues have been halted by CIRO:Company: Fox River Resources CorporationCSE Symbol: FOXAll Issues: YesReason: Pending NewsHalt Time (ET): 7:53 AMCIRO can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. CIRO is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.SOURCE Canadian Investment Regulatory Organization (CIRO) – Halts/Resumptions

Original: Canadian Investment Regulatory Organization Trading Halt - FOX

Suspension de la négociation par l'Organisme canadien de réglementation des investissements - FOXMay 4, 2026 8:04 AM
PR Newswire (Canada)

VANCOUVER, BC, le 4 mai 2026 /CNW/ - L'OCRI a suspendu la négociation des titres suivants :Société : Fox River Resources CorporationSymbole CSE : FOXLes titres : OuiMotif : Nouvelle en attenteHeure de la suspension (HE) : 07 h 53L'OCRI peut prendre la décision de suspendre (ou d'arrêter) temporairement les opérations à l'égard d'un titre d'une société cotée en bourse. Les arrêts des opérations sont mis en oeuvre afin d'assurer le bon fonctionnement d'un marché équitable. L'OCRI est l'organisme d'autoréglementation national qui surveille l'ensemble des courtiers en placement et l'ensemble des opérations effectuées sur les marchés des titres de capitaux propres et les marchés des titres de créance au Canada.SOURCE L’Organisme canadien de règlementation des investissements (OCRI) - Arrêts/Reprises

Original: Suspension de la négociation par l'Organisme canadien de réglementation des investissements - FOX

Wrong company: "Fox River Resources Corporation engages in acquiring, exploring, evaluating, and developing mineral and natural resources properties. Its primary asset is the 100% owned Martison phosphate project with mining leases and claims covering a contiguous area of approximately 8,256 hectares located in north-central Ontario. The company was incorporated in 2015 and is headquartered in Toronto, Canada."

100%

They really messed up big time!
I'm glad they all are getting called out.
Fake News Media

DUMP this trash!

FOX was overheard saying to BUDLIGHT “here hold my beer, I about to do some dumb shit”

Fox should have gone to trial and fought but Murdoch would sell his children to make a buck but this move will tarnish Fox forever….time for a new network! Tucker now will be one larger than life and unchained by corporate bullshit! Libs will not know what to do or how to stop him…

Who will be next??
I have a feeling we will see more go.
They know what's coming!
Media house of cards is about to fall HARD!!

Fox gets crushed without Tucker….

Agreed!

I wouldn’t be surprised to see a sell off tomorrow, and more selling as the week goes on.
Good luck!

Yes

Fox will be in a flat out race to the bottom neck and neck with CNN.

Yep now we go to oann, newsmax, and Twitter I guess

Has FOX LOST THEIR MIND!!!!!

This is weird.....Have ya' ever heard of this before ?
I'd always figured it was exchanges who hired market makers......but
https://fox-river.ca/wp-content/uploads/2021/07/FOX-NR-Jul01-2021-Market-Maker.pdf

Welcome to Fox River Resources Corp. where fertilzer = The name of the game.

Mkt cap 35m Cdn




https://fox-river.ca/

https://fox-river.ca/overview/

Land of not a whole lot of press releases https://fox-river.ca/press-releases/

But.....


Their chart is not too bad.