Vancouver, British Columbia – TheNewswire – February 10, 2022 – Arctic Star Exploration Corp. (“arctic star“or the”Society”) (TSXV: ADD) (Frankfurt: 82A1) (WKN: A2DFY5) is pleased to announce a non-brokered private placement of up to $3,400,000 (the “Private placement”).

The private placement will consist of the issuance of a maximum of 8,571,428 units (the “No FT Units”) at a price of $0.07 per non-FT unit, for gross proceeds of up to $600,000, and up to 35,000,000 flow-through units (theFT units”) at a price of $0.08 per FT unit, for gross proceeds of up to $2,800,000. Each Non-FT Unit will consist of one ordinary share in the capital of the Company (each, a “To share”) and one whole non-transferable stock purchase warrant (each, a “Non-FT unit To guarantee”). Each Non-FT Unit Warrant will entitle its holder to purchase one additional Share (each, a “Non-FT unit Warrant Action”) for a period of 24 months from the closing date at an exercise price of $0.10 per non-FT unit warrant share.

Each FT Unit will consist of one Share, to be issued as a “flow-through share” within the meaning of income tax law (Canada), and one half non-transferable stock warrant (each half warrant, one “FT Unit Mandate”). Each FT Unit Warrant will entitle the holder to purchase one-half of an additional share (each, a “FT Unit Warrants Action» and with the Non-FT Unit Warrants, the «Mandates”) for a period of 24 months from the closing date at an exercise price of $0.15 per FT Unit Warrant Share.

The Warrants contain an accelerated option feature which provides that if the Shares close at or above $0.30 for 5 consecutive trading days on the TSX Venture Exchange (the “TSXV”), then the Warrants warrants must be exercised within 60 days by warrant holders. , or failing that, the Warrants will expire as null and void.

The Company may pay a finder’s fee on the Offering up to the maximum amount permitted by the policies of the stock exchange. The Company may close the Offer several times as subscriptions are received. Each closing is subject to a number of conditions, including the receipt of all necessary corporate and regulatory approvals.

The closing of the private placement is subject to certain customary conditions, including, without limitation, the approval of the TSXV. The securities to be issued under the private placement will be offered by way of private placement in the provinces of British Columbia, Alberta and Ontario and in such other provinces or territories of Canada as may be determined by the Company, in each case, pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued under the Private Placement will be subject to a hold period which will expire four months and one day from the closing date of the Private Placement.

The Company intends to use the proceeds of the private placement to carry out exploration work on its joint venture Diagras (81.5% Arctic Star) starting in March. The plan is to complete 10 holes in the Sequoia Kimberlite diamond complex. This drilling will help define the size of the complex, the micro-diamond content and the geology. After drilling at Sequoia, the drill should be deployed to discover new kimberlites. Phase 1 of the airborne survey completed 46% coverage of the property by the end of 2021. The Company’s geophysical consultants selected over 33 possible kimberlite targets from a review of this work and teams at ground should be deployed to follow them. Phase 2 of the airborne survey should also be completed. A portion of the net proceeds from the Non-FT Units will be used for general and corporate purposes.

The Company’s joint venture partner, Margaret Lake Diamonds Inc. (currently owning an 18.5% joint venture issuer), has indicated that it is interested in participating and contributing to the spring 2022 program. above relate only to Arctic Star’s portion of the budget.

ON BEHALF OF THE BOARD OF DIRECTORS OF
ARCTIC STAR EXPLORATION CORP.

“Patrick Power”

Patrick Power, President and CEO
+1 (604) 218-8772
[email protected]

This press release contains “forward-looking statements,” including, but not limited to, statements regarding Arctic Star’s plans, private placement, use of proceeds and exploration of the Diagras joint venture. Forward-looking statements, although based on management’s best estimates and assumptions, are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. including, but not limited to: the risks associated with the completion of our planned private placement and our plan to use all or part of the proceeds for exploration on the Diagras Diamond Project. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Factors that could affect our plans include the possibility that we may not be able to obtain TSXV approval or that we may be unable to raise all of the funds we seek to raise, in which case we may require that all funds raised, the if applicable, be used for working capital rather than for exploration on the Diagras Diamond Project; and our proposed use of the product is subject to TSXV approval. Accordingly, readers should not place undue reliance on forward-looking statements. Arctic Star disclaims any obligation or liability to update forward-looking statements, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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