UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________

FORM 40-F

x Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
  or
o Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended     Commission File Number  

 

F3 Uranium Corp.
(Exact name of Registrant as specified in its charter)

British Columbia 1090 98-1826385
(Province or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number)

(I.R.S. Employer

Identification Number)

 

Suite 750 1620 Dickson Ave.,

Kelowna, British Columbia,

V1Y 9Y2, Canada
(778) 484-8030 
(Address and telephone number of Registrant’s principal executive offices)

____________________

C T Corporation System

1015 15th Street N.W., Suite 1000

Washington, DC 20005

(202) 572-3133
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, no par value FUU Nasdaq Capital Market

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

 

For annual reports, indicate by check mark the information filed with this Form:

 

o Annual information form o Audited annual financial statements

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. o Yes x No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). o Yes o No

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company x

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

 

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

 

 

EXPLANATORY NOTE

 

F3 Uranium Corp. (the “Company” or the “Registrant”) is a Canadian issuer eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the multi-jurisdictional disclosure system (“MJDS”) of the Exchange Act. The Company is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Company are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.

 

FORWARD-LOOKING INFORMATION

 

This registration statement and the documents incorporated by reference herein contains "forward-looking information" and “forward-looking statements” within the meaning of applicable securities legislation (collectively, “forward-looking information”) with respect to the Company and its subsidiaries.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", “forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this registration statement should not be unduly relied upon.

 

This information speaks only as of the date of this registration statement. In particular, this registration statement may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licenses under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed in the Management’s Discussion and Analysis for the ended June 30, 2025 attached hereto as Exhibit 99.79 to this registration statement under the heading "Risks and uncertainties".

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this registration statement is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this registration statement or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

For the reasons set forth above, prospective investors should not place undue reliance on forward-looking information.

 

 

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

 

The Registrant is permitted, under MJDS adopted by the United States Securities and Exchange Commission, to prepare this report in accordance with Canadian disclosure requirements, which are different from those of the United States. The Registrant prepares its consolidated financial statements, which are filed with this report on Form 40-F, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and the audit is subject to Canadian auditing and auditor independence standards.

 

RESOURCE AND RESERVE ESTIMATES

 

The resource estimates in this Registration Statement and the documents incorporated by reference herein have been prepared in accordance with the requirements of the securities laws in effect in Canada, which differ from the requirements of United States securities laws. All resource estimates in this Registration Statement and the documents incorporated by reference herein have been prepared in accordance with the guidelines set out in National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining and Metallurgy Classification System. The terms “mineral resource“, “measured mineral resource“, “indicated mineral resource“ and “inferred mineral resource“ used in this in this Registration Statement and the documents incorporated by reference herein are defined in NI 43-101. The United States Securities and Exchange Commission (the “SEC”) has mineral property disclosure rules in Regulation S-K Subpart 1300 (the “SEC Mineral Property Rules”), however, the Company is not required to provide disclosure on its mineral properties under the SEC Mineral Property Rules because it is a “foreign private issuer” under the Exchange Act and entitled to file reports with the SEC under MJDS.

 

PRINCIPAL DOCUMENTS

 

In accordance with General Instruction B.(1) of Form 40-F, the Registrant hereby incorporates by reference Exhibits 99.1 through 99.87 inclusive, as set forth in the Exhibit Index attached hereto.

 

In accordance with General Instruction D.(9) of Form 40-F, the Registrant has filed or will file certain consents of certain experts as Exhibits 99.88 through 99.92 as set forth in the Exhibit Index attached hereto.

 

TAX MATTERS

 

Purchasing, holding, or disposing of securities of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this registration statement on Form 40-F.

 

DESCRIPTION OF COMMON SHARES

 

The Registrant is authorized to issue an unlimited number of common shares without par value (“Common Shares”). The holders of Common Shares are entitled to dividends, subject to the rights of holders of any other class of shares of the Registrant, if, as and when declared by the board of directors. The holders of Common Shares are also entitled to one vote per Common Share at meetings of the shareholders of the Registrant and, subject to the rights of holders of any other class of shares of the Registrant, to share, on a pro rata basis with the other holders of Common Shares, the net assets of the Registrant, upon liquidation, dissolution or winding up of the Registrant. The Common Shares are not subject to call or assessment nor do they carry any pre-emptive or conversion rights. There are no provisions attached to such shares for redemption, purchase for cancellation, surrender or sinking or purchase funds.

 

As of the date hereof, 625,075,496 Common Shares are issued and outstanding.

 

As of the date hereof, the Registrant also has 38,309,207 incentive stock options outstanding, 62,655,291 warrants outstanding, and 26,879,289 restricted stock units outstanding (together “Convertible Securities”). See the notes to the Registrant's audited financial statements for the year ended June 30, 2025 for additional information regarding the Company's Convertible Securities.

 

 

CURRENCY

 

Unless otherwise indicated, all dollar amounts in this registration statement on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars, on June 30, 2025 based upon the daily exchange rate as quoted by the Bank of Canada was U.S.$1.00 = Cdn$1.3643.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

The Registrant has no off-balance sheet arrangements. (as that term is defined in paragraph 11(ii) of General Instruction B to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

CONTRACTUAL OBLIGATIONS

 

In accordance with General Instruction B.(12) of Form 40-F, the required disclosure is included under the headings “Liquidity Risk” in Management’s Discussion and Analysis for the ended June 30, 2025 attached hereto as Exhibit 99.79 to this registration statement.

 

NASDAQ CORPORATE GOVERNANCE

 

The Company is a “foreign private issuer” as defined in Rule 3b-4 under Exchange Act and the Company’s common shares are listed on the NASDAQ Capital Market (the “Nasdaq”) and the TSX Venture Exchange (the “TSXV”). Rule 5615(a)(3) of the listing rules of the Nasdaq (the “Nasdaq Stock Market Rules”) permits foreign private issuers to follow home country practices in lieu of certain provisions of Nasdaq Stock Market Rules. A foreign private issuer that follows home country practices in lieu of certain provisions of Nasdaq Stock Market Rules must disclose ways in which its corporate governance practices differ from those followed by domestic companies either on its website or in the annual report that it distributes to shareholders in the United States.

 

A description of the way in which the Company’s governance practices differ from those followed by domestic companies pursuant to Nasdaq standards are as follows:

 

Shareholder Meeting Quorum Requirements: The Registrant does not follow Nasdaq Stock Market Rule 5620(c) which requires that the minimum quorum requirement for a meeting of shareholders be 33 1/3 % of the outstanding common shares. In addition, Nasdaq Stock Market Rule 5620(c) requires that an issuer listed on Nasdaq state its quorum requirement in its by-laws.  In lieu of following Nasdaq Stock Market Rule 5620(c), the Registrant follows the rules of the TSXV.

 

The foregoing is consistent with applicable laws, customs and practices in Canada.

 

UNDERTAKING

 

The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities registered pursuant to Form 40-F or transactions in said securities. 

 

CONSENT TO SERVICE OF PROCESS

 

The Registrant has concurrently filed a Form F-X in connection with the class of securities to which this registration statement relates.

 

Any change to the name or address of the Registrant’s agent for service shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Registrant.

 

 

SIGNATURES

 

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    F3 URANIUM Corp.
     
     
  By: /s/ Dev Randhawa
    Name: Dev Randhawa
 Date: December 12, 2025   Title: Chief Executive Officer
     

 

 

EXHIBIT INDEX

 

The following documents are being filed with the Commission as Exhibits to this registration statement (excluding any technical information relating to (i) the Lazy Edward Bay Property in Northern Saskatchewan, Canada and (ii) the Murphy Lake Property, NE Athabasca Basin, Saskatchewan, Canada):

 

Exhibit Description
99.1 NI 43-101 Technical Report for the Patterson Lake Property, Northern Saskatchewan, Canada dated January 25, 2023, effective date November 20, 2023
99.2 News Release dated July 2, 2024
99.3 Notice of Meeting dated June 28, 2024
99.4 F3 Uranium Corp. Amended Management Information Circular dated June 28, 2024
99.5 Form of Proxy of F3 Uranium Corp. for the Special Meeting of Shareholders to be held on August 8, 2024
99.6 Voting Instruction Form of F3 Uranium Corp. for the Special Meeting of Shareholders to be held on August 8, 2024
99.7 News Release dated July 22, 2024
99.8 News Release dated July 30, 2024
99.9 News Release dated August 9, 2024
99.10 News Release dated August 12, 2024
99.11 News Release dated August 13, 2024
99.12 News Release dated August 16, 2024
99.13 Material Change Report dated August 16, 2024
99.14 News Release dated September 10, 2024
99.15 News Release dated October 9, 2024
99.16 News Release dated October 10, 2024
99.17 News Release dated October 10, 2024
99.18 Amended News Release dated October 16, 2024
99.19 Notice of Meeting and Record dated October 18, 2024
99.20 Amended Notice of Meeting and Record dated October 23, 2024
99.21 Notice of Meeting and Record dated October 25, 2024
99.22 Consolidated Financial Statements of F3 Uranium Corp. for the year ended June 30, 2024 (audited)
99.23 Management’s Discussion and Analysis of F3 Uranium Corp. for the year ended June 30, 2024
99.24 Certification of Annual Filings Full Certificate of F3 Uranium Corp. in connection with filing of annual financial statements and annual MD&A by CEO dated October 28, 2024
99.25 Certification of Annual Filings Full Certificate of F3 Uranium Corp. in connection with filing of annual financial statements and annual MD&A by CFO dated October 28, 2024
99.26 News Release dated October 29, 2024

 

 

Exhibit Description
99.27 News Release dated October 31, 2024
99.28 Amended Notice of Meeting and Record dated October 31, 2024
99.29 News Release dated November 11, 2024
99.30 Material Change Report dated November 18, 2024
99.31 Notice of Change of Auditor dated October 24, 2024
99.32 Letter from Successor Auditor dated October 24, 2024
99.33 Letter from Former Auditor dated October 24, 2024
99.34 Condensed Interim Consolidated Financial Statements of F3 Uranium Corp. for the first quarter ended September 30, 2024
99.35 Interim Management’s Discussion and Analysis of F3 Uranium Corp. for the first quarter ended September 30, 2024
99.36 Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CEO dated November 29, 2024
99.37 Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CFO dated November 29, 2024
99.38 News Release dated December 3, 2024
99.39 Form of Proxy of F3 Uranium Corp. for the Annual General and Special Meeting of Shareholders to be held on January 15, 2025
99.40 Notice of Annual General and Special Meeting of Shareholders of F3 Uranium Corp. to be held on January 15, 2025
99.41 F3 Uranium Corp. Management Information Circular for the Annual General and Special Meeting of Shareholder to be held on January 15, 2025
99.42 Voting Instruction Form of F3 Uranium Corp. for the Annual General and Special Meeting of Shareholders to be held on January 15, 2025
99.43 Notice of Availability of Proxy Materials for F3 Uranium Corp.’s Annual General and Special Meeting
99.44 News Release dated December 18, 2024
99.45 News Release dated January 6, 2025
99.46 News Release dated January 16, 2025
99.47 News Release dated February 3, 2025
99.48 News Release dated February 11, 2025
99.49 News Release dated February 12, 2025
99.50 Condensed Interim Consolidated Financial Statements of F3 Uranium Corp. for the second quarter ended December 31, 2024
99.51 Interim Management’s Discussion and Analysis of F3 Uranium Corp. for the second quarter ended December 31, 2024
99.52 Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CEO dated March 3, 2025
99.53 Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CFO dated March 3, 2025
99.54 News Release dated March 18, 2025

 

 

Exhibit Description
99.55 News Release dated April 3, 2025
99.56 News Release dated April 15, 2025
99.57 News Release dated April 16, 2025
99.58 Material Change Report dated April 25, 2025
99.59 News Release dated May 7, 2025
99.60 Condensed Interim Consolidated Financial Statements of F3 Uranium Corp. for the nine months ended March 31, 2025 (unaudited – prepared by management)
99.61 Interim Management’s Discussion and Analysis of F3 Uranium Corp. for the nine months ended March 31, 2025
99.62 Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CEO dated May 30, 2025
99.63 Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CFO dated May 30, 2025
99.64 News Release dated June 24, 2025
99.65 News Release dated June 30, 2025
99.66 News Release dated July 7, 2025
99.67 News Release dated July 11, 2025
99.68 News Release dated July 16, 2025
99.69 News Release dated July 21, 2025
99.70 News Release dated August 5, 2025
99.71 News Release dated September 2, 2025
99.72 News Release dated September 10, 2025
99.73 Amended News Release dated September 11, 2025
99.74 News Release dated October 3, 2025
99.75 News Release dated October 3, 2025
99.76 News Release dated October 8, 2025
99.77 Material Change Report dated October 8, 2025
99.78 Consolidated Financial Statements of F3 Uranium Corp. for the years ended June 30, 2025 and 2024
99.79 Management’s Discussion and Analysis of F3 Uranium Corp. for the years ended June 30, 2025
99.80 Certification of Annual Filings Full Certificate of F3 Uranium Corp. in connection with filing of annual financial statements and annual MD&A by CFO dated October 28, 2025
99.81 Certification of Annual Filings Full Certificate of F3 Uranium Corp. in connection with filing of annual financial statements and annual MD&A by CEO dated October 28, 2025
99.82 News Release dated November 10, 2025
99.83 News Release dated November 26, 2025

99.84

Condensed Interim Consolidated Financial Statements of F3 Uranium Corp. for the three-month period ended September 30, 2025 (unaudited – prepared by management)
99.85 Management’s Discussion and Analysis of F3 Uranium Corp. for the three-month period ended September 30, 2025

 

 

Exhibit Description
99.86

Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CEO dated December 1, 2025

99.87

Certification of Interim Filings of F3 Uranium Corp. in connection with filing of interim financial statements and interim MD&A by CFO dated December 1, 2025

99.88

Consent of Qualified Person (SLR International Corporation)

99.89 Consent of Qualified Person (Mark B. Mathisen, C.P.G)
99.90 Consent of Qualified Person (Raymond Ashley, P. Geo)
99.91 Consent of Charlton & Company
99.92 Consent of Davidson & Company LLP

 

 

 

Exhibit 99.1

 

   
(SLR LOGO) (LOGO)
 
 
Technical Report on the Patterson
Lake North Project, Northern
Saskatchewan, Canada
 
Report for NI 43-101
 
F3 Uranium Corp.
SLR Project No.: 138.21599.00001
 
Effective Date:
 
November 20, 2023
 
Signature Date:
 
January 25, 2023
 
Prepared by:
 
SLR International Corporation
 
Qualified Persons:
Mark B. Mathisen, C.P.G
 
 
 
 
 
 
 
Making Sustainability Happen

 (GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Technical Report on the Patterson Lake North Project, Northern Saskatchewan, Canada
 
SLR Project No.: 138.21599.00001
 
 
Prepared by
 
SLR International Corporation
 
1658 Cole Blvd, Suite 100
 
Lakewood, CO 80401
 
for
 
F3 Uranium Corp.
 
750 – 1620 Dickson Avenue
 
Kelowna, BC
 
V1Y 9Y2 Canada
 
Effective Date - November 20, 2023
 
Signature Date - January 25, 2023
 
Prepared by: Approved by:
Mark B. Mathisen, C.P.G  
  Project Manager
Peer Reviewed by: Mark B. Mathisen, C.P.G
Valerie Wilson, M.Sc., P.Geo.  
  Project Director
  Grant A. Malensek, M.Eng., P.Eng.
   
Distribution: 1 copy - F3 Uranium Corp.
  1 copy - SLR International Corporation

 (GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Table of Contents

 

1.0 Summary 1-1
1.1 Executive Summary 1-1
1.2 Technical Summary 1-2
2.0 Introduction 2-1
2.1 Sources of Information 2-1
2.2 List of Abbreviations 2-3
3.0 Reliance on Other Experts 3-1
4.0 Property Description and Location 4-1
4.1 Location 4-1
4.2 Land Tenure 4-3
4.3 Required Permits 4-7
4.4 Encumbrances 4-7
4.5 Royalties 4-7
5.0 Accessibility, Climate, Local Resources, Infrastructure and Physiography 5-1
5.1 Accessibility 5-1
5.2 Climate 5-1
5.3 Local Resources 5-2
5.4 Infrastructure 5-2
5.5 Physiography 5-2
6.0 History 6-1
6.1 Prior Ownership 6-1
6.2 Exploration and Development History 6-4
6.3 Historical Resource/Reserve Estimates 6-13
6.4 Past Production 6-13
7.0 Geological Setting and Mineralization 7-1
7.1 Regional Geology 7-1
7.2 Local Geology 7-4
7.3 Property Geology 7-6
7.4 Mineralization 7-8
8.0 Deposit Types 8-1
9.0 Exploration 9-1
10.0 Drilling 10-1

 i(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

10.1 Patterson Lake North Project 10-5
10.2 Drilling Methodology and Procedures 10-9
11.0 Sample Preparation, Analyses, and Security 11-1
11.1 Sample Preparation 11-1
11.2 Drill Core Geochemistry Analysis 11-2
11.3 Drill Core PIMA Analysis 11-2
11.4 Soil Sample Analysis 11-2
11.5 Drill Core Bulk Density Analysis 11-3
11.6 Quality Assurance and Quality Control 11-3
11.7 Sample Security 11-14
11.8 QP Opinion on Section 11 11-15
12.0 Data Verification 12-1
12.1 Data Verification Process 12-1
13.0 Mineral Processing and Metallurgical Testing 13-1
14.0 Mineral Resource Estimate 14-1
15.0 Mineral Reserve Estimate 15-1
16.0 Mining Methods 16-1
17.0 Recovery Methods 17-1
18.0 Project Infrastructure 18-1
19.0 Market Studies and Contracts 19-1
20.0 Environmental Studies, Permitting, and Social or Community Impact 20-1
21.0 Capital and Operating Costs 21-1
22.0 Economic Analysis 22-1
23.0 Adjacent Properties 23-1
24.0 Other Relevant Data and Information 24-1
25.0 Interpretation and Conclusions 25-1
26.0 Recommendations 26-1
27.0 References 27-1
28.0 Date and Signature Date 28-1
29.0 Certificate of Qualified Person 29-1
29.1 Mark B. Mathisen 29-1

 ii(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Tables

 

Table 1-1: PLN 2024 Exploration Budget 1-2
Table 4-1: Land Tenure – Patterson Lake North 4-3
Table 4-2: Land Tenure – Minto Property 4-3
Table 4-3: Land Tenure – Broach Property 4-4
Table 5-1: Climatic Data – Cluff Lake, Fort Chipewyan, and Fort MacKay 5-2
Table 6-1: Summary of Ownership 6-2
Table 10-1: PLN Project Drill Hole Summary 10-2
Table 10-2: PLN Property Significant Drill Hole Intercepts 10-3
Table 11-1: Summary of QA/QC Source and Type by Year 11-4
Table 11-2: Summary of QA/QC Sampling Insertions by Year 11-5
Table 11-3: Expected Values and Standard Deviation of CRMs 11-8
Table 26-1: PLN 2024 Exploration Budget 26-1

 

Figures

 

Figure 1-1: PLN Winter 2024 Exploration Target Map 1-6
Figure 1-2: PLN JR Zone Winter 2024 Drill Hole Exploration Map 1-7
Figure 4-1: Location Map 4-2
Figure 4-2: Land Tenure 4-6
Figure 7-1: Geological Sketch Map of the Athabasca Basin 7-2
Figure 7-2: Local Geology Map 7-5
Figure 7-3: Property Geology Map 7-7
Figure 7-4: PLN Cross Section 7-9
Figure 8-1: Illustrations of Various Models for Unconformity Type Deposits of the Athabasca Basin 8-3
Figure 10-1: Drill Hole Location Map 10-4
Figure 11-1: Uranium CRM Z-Score Control Chart 11-9
Figure 11-2: Field Duplicate Control Chart 11-10
Figure 11-3: Preparation Duplicate Control Chart 11-11
Figure 11-4: Pulp Duplicate Control Chart 11-12
Figure 11-5: Blank Control Chart 11-13
Figure 23-1: Adjacent Properties 23-2

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

1.0Summary

 

1.1Executive Summary

 

SLR International Corporation (SLR) was retained by F3 Uranium Corp. (F3 Uranium or the Company) for the completion of a NI 43-101 Technical Report (the Technical Report) on the Patterson Lake North (PLN) Project, located in northern Saskatchewan, Canada. The PLN Project comprises three properties: the PLN Property, which includes the JR Zone, the Minto Property (Minto), and the Broach Property (Broach), collectively, the Properties. The Properties are undeveloped, and no Mineral Resources have been yet defined. The purpose of this Technical Report is to provide information on the recent exploration discovery of uranium mineralization within the JR Zone, and to provide an update of exploration activities and results at the Property.

 

F3 Uranium (formerly Fission 3.0 Corp) was incorporated in October 2013 as a fully owned subsidiary of Fission Uranium Corp. (Fission Uranium). In November 2013, Fission 3.0 Corp. completed a plan of arrangement involving Alpha Mineral Inc. (Alpha) and Fission Uranium pursuant to which Fission Uranium acquired Alpha’s Minerals’ 50% interest in the Patterson Lake South (PLS) project. As a result of the transaction, certain properties and assets of Fission Uranium, including the PLN Project, became assets of F3 Uranium. F3 Uranium is no longer a wholly owned subsidiary of Fission Uranium.

 

1.1.1Conclusions

 

SLR offers the following interpretations and conclusions on the Project:

 

The PLN Project shows excellent potential for economic uranium mineralization and further exploration work is warranted.

 

The JR Zone deposit is considered an example of a basement-hosted vein-type or fracture-filled type uranium deposit.

 

To date, F3 Uranium and its predecessors have completed a total of 143 drill holes, totaling 49,945 m across the PLN Project.

 

In the SLR QP’s opinion, the logging and sampling procedures meet or exceed industry standards and are adequate for Mineral Resource estimation.

 

SLR reviewed and verified the resource database, including a review of the quality assurance (QA) and quality control (QC) methods and results, verifying assay certificates against the database assay table, standard database validation tests, and one site visit, including a drill core review. No limitations were placed on SLR’s data verification process.

 

Based on the data validation and the results of the standard, blank, and duplicate analyses, the SLR QP is of the opinion that the sampling methods, chain of custody procedures, and analytical techniques are appropriate and meet acceptable industry standards.

 

The assay and bulk density databases are of sufficient quality for Mineral Resource estimation at the JR Zone.

 

Uranium mineralization at the PLN Property is hosted primarily within veins or fracture- filled metamorphosed basement lithologies and, to a much lesser extent, within overlying sedimentary rocks. Uranium mineralization has been intersected by surface drilling along two primary EM (electromagnetic) conductor trends: the A1 main shear zone (host of the JR Zone deposit) and B1 shear zone, which have a combined strike length of roughly 3.6 km.

 1-1(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

1.1.2Recommendations

 

F3 Uranium has proposed a total budget of C$14.60 million, as presented in Table 1-1, to advance the JR Zone and explore the remainder of the Project. SLR has reviewed and agrees with the proposed work plan.

 

Table 1-1: PLN 2024 Exploration Budget
   
Category Item Budget (C$)
Exploration Drill testing of Broach Property 2,500,000
  Drill testing of Minto Property 1,500,000
  Drill testing of B1 4,000,000
  Exploration Subtotal 8,000,000
JR Zone Infill and Delineation drilling JR Zone 6,500,000
  NI 43-101 Resource Estimate 100,000
  JR Zone Subtotal 6,600,000
Total   14,600,000

 

1.2 Technical Summary
   
1.2.1 Property Description, Location, and Land Tenure
   

The PLN, Minto, and Broach properties are located in northern Saskatchewan, approximately 550 km north-northwest of the city of Prince Albert and 150 km north of the community of La Loche. The three Properties are collectively referred to as the Patterson Lake North Project.

 

The PLN Property comprises two adjacent mineral claims in northern Saskatchewan, approximately 170 km northeast of Fort McMurray, Alberta, and 150 km north of La Loche, Saskatchewan. PLN is accessible by vehicle via the all-weather gravel Highway 955, which bisects the PLN Property from north to south.

 

The approximate centre of the Property has the following coordinates:

 

Universal Transverse Mercator (UTM): 592,383 mE, 6,409,215 mN (NAD83 UTM Zone 12N)

 

Geographic: 57°48′ 55.3″ N latitude and 109° 26′ 42″ W longitude

 

The Minto Property consists of 23 adjacent mineral claims in northern Saskatchewan, about 180 km northeast of Fort McMurray and 160 km north of La Loche (Figure 4-1). Minto is accessible by vehicle along the all-weather gravel Highway 955, which runs through the Minto Property from north to south.

 

The approximate centre of the Minto Property has the following coordinates:

 

UTM: 594,820 mE, 6,421,137 mN (NAD83 UTM Zone 12N)

 

Geographic: 57°55′ 18.8″ N latitude and 109° 23′ 57.3″ W longitude

 1-2(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

The Broach Property comprises 15 adjacent mineral claims in northern Saskatchewan, about 165 km northeast of Fort McMurray and 140 km north of La Loche (Figure 4-1). Broach is accessible by vehicle via the all-weather gravel Highway 955, which passes approximately two kilometres west of the Property’s centre from north to south.

 

The approximate centre of the Broach Property has the following coordinates:

 

UTM: 596,298 mE, 6,402,655 mN (NAD83 UTM Zone 12N)

 

Geographic: 57° 45′ 20.3″ N latitude and 109° 23′ 54.3″ W longitude

 

1.2.2Land Tenure

 

The PLN Property consists of two contiguous mineral claims covering an area of 4,074 ha. The JR Zone discovery is located on claim S-113283. The Minto Property consists of 23 mostly contiguous mineral claims covering an area of 19,864 ha. The Broach Property consists of 15 mostly contiguous mineral claims covering an area of 16,008 ha.

 

The PLN Project and component claims are defined as electronic mineral claim parcels within the Mineral Administration Registry of Saskatchewan (MARS). As of the effective date of this Technical Report, the mineral claims comprising the PLN, Minto, and Broach properties are in good standing and are registered in the name of F3 Uranium Corp.

 

F3 Uranium Corp. holds a 100% interest in the Project mineral dispositions.

 

1.2.3 Existing Infrastructure
   

With the exception of the all-weather, gravel road Highway 955, there is no permanent infrastructure on the Properties.

 

1.2.4 Exploration Development History
   

The western portions of the Athabasca Basin were initially explored in the 1960’s as exploration activities expanded outward from the established Beaverlodge uranium district utilizing airborne radiometric (scintillometer) surveys (Palmer, 2010). In 1967, Mokta Ltd. (Amok Ltd.), owned by French companies Compagnie Francaise de Mokta (CFM), Pechiney-Ugine Kuhlman, and French state-owned Commissariat a L’Energie Atomic (COGEMA), conducted airborne radiometric surveys in the local region which identified anomalies in the Carswell and Cluff Lake areas approximately 65 km north of the Property. In 1968, follow-up ground surveys and prospecting discovered the “A” train of uranium-bearing sandstone boulders, which led to extensive claim staking in the area.

 

The exploration history of the PLN, Minto, and Broach properties has been mainly at a reconnaissance scale. The early exploration, during the years 1969-74, consisted mainly of airborne radiometric surveys and lake sediment sampling. From 1977 to 1982 a wider variety of exploration techniques was utilized mainly focussing on airborne/ground EM and magnetics along with lake water and sediment sampling. Three diamond drill holes were completed on the Project during this period.

 

A third wave of exploration occurred between 1990 and 1998. More advanced geophysical exploration techniques came into common practice. Ground UTEM, TDEM and gravity surveys were the methods of choice. Most of these surveys covered areas peripheral to the Properties.

 

During 2005 and 2006 Strathmore Minerals Corporation conducted airborne geophysical surveys (AeroTEM III and MEGATEM®) in addition to approximately 50 line-kilometres of ground geophysics (Max-Min II and Resistivity) across the PLN property.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

The geophysical surveys were followed up with ground radon exploration survey in 2006 and 2007 by Strathmore, and drilling and additional ground electromagnetic surveys by Fission Energy Corp. in 2008 and 2012, respectively.

 

1.2.5 Geology and Mineralization
   

The Properties are located along the southwestern rim of the Athabasca basin. Only the Minto property is fully contained within the basin whereas the PLN and Broach properties lie along the basin’s edge. The underlying Lloyd Domain basement rocks are primarily Archean orthogneisses. In structurally deformed areas, uranium mineralization occurs in an environment provided by graphite-rich orthogneisses and granitoids. The crystalline basement is overlain by flat-lying sandstones with conglomeratic horizons, which constitute the Proterozoic Athabasca Group. The PLN Project is almost entirely within the Athabasca Basin, with the exception of a three-kilometre long northeast trending basement ridge near the A1 area on the PLN property, which lacks sandstone cover. Thick sandy quaternary glacial deposits cover all the Properties.

 

High-grade uranium mineralization is found in an area of the PLN property called the JR Zone. Extensive mineralization has been intersected in multiple drill holes revealing massive uraninite vein-type mineralization within a structurally deformed area. Surrounding this high-grade uraninite mineralization is highly bleached and chloritized wall rock. This rock hosts a lower grade of uraninite mineralization, which has a wormy texture.

 

1.2.6 Drilling
   

Diamond drilling on the Properties is the principal method of exploration and delineation of uranium mineralization after initial targeting using geophysical surveys. Starting in the Fall of 2022, sonic drilling was also utilized to case the overburden.

 

Drilling can generally be conducted year-round on the Property.

 

To date, F3 Uranium and its predecessor companies have started a total of 143 drill holes totaling 49,945 m of drilling of which 131 drill holes totaling 48,874 m of drilling have been completed.

 

1.2.7Exploration Status

 

The JR Zone was discovered by F3 Uranium during a fall 2022 drilling program on the PLN Property with drill hole PLN22-035, which intersected off-scale radioactivity of greater than 65,535 counts per second (cps) associated with massive uraninite mineralization within the A1 main shear zone. It assayed 6.97% U3O8 over 15.0 m, including 5.5 m of 18.6% U3O8; a 21-hole winter 2023 drilling program extended the strike length of the JR Zone to 105 m.

 

Broach is located five kilometres south of the JR Zone and along the estimated Athabasca Basin boundary. Geophysics has identified multiple high priority conductor targets under Broach Lake which remain untested. During Winter 2022 drilling, the Broach property intersected anomalous radioactivity up to 510 cps in drill hole PLN22-031 and geochemistry returned anomalous boron values up to 1,510 ppm in drill hole PLN22-033.

 

Minto is located directly north of the JR Zone and 28 km south of the Shea Creek deposit. Drilling of a single deep drill hole conducted in 2022 intersected multiple strongly graphitic basement structures and weakly anomalous radioactivity of 300 cps using a handheld RS-125 scintillometer and anomalous boron values of 1,780 ppm in drill hole PLN22-029. The property and multiple interpreted EM conductors remain mainly untested.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Based on the compilation of exploration work to date, F3 Uranium geologists have identified three high priority targets (Figure 1-1):

 

1JR Zone: Recent JR Zone drilling focused on defining the boundaries of mineralization but continued to yield high grade intercepts and future drilling at the zone will be aimed to further infill high-grade intercepts and continue to define the extent of mineralization, as well as to further understand the system and controls on mineralization that can be applied elsewhere on the property to develop exploration targets. Six holes that have been pre-cased in the fall of 2023 are located within and around the JR zone and will be extended in January 2024 in support of this work (Figure 1-2).

 

2A1 conductor: The A1 conductor main shear zone, which hosts the JR zone, is a large structural zone and many areas along the structure remain untested. Parallel to A1, the newly defined B1 conductor has only been tested with a few holes. Targets are currently being planned on both A1 and B1 to better define and test the two large-scale conductors with hopes of discovering additional pods of mineralization or alteration zones that may lead to further target areas. Geochemistry results from the B1 area, as well as ground resistivity interpretations from the A1 and B1 areas are currently in progress which will drive exploration efforts aimed at discovering additional mineralized zones. Phase 1 of the Dias Geophysical (DIAS) 3D-DCIP ground resistivity survey is in progress, and currently focused over the B1 area.

 

3B1 conductor: Recent drill hole intercepts at B1, including sandstone dissolution and silicification, as seen in PLN23-111, as well as multiple basement-hosted conductive structures related to the B1 shear system, will be used to create constrained 2D and 3D inversions to assist in the winter 2024 drill targeting. PLN23-111 was drilled approximately 200 m grid north of PLN23-093 where significant boron values were reported and cored a significant section of intensely brecciated, faulted and clay altered Athabasca Sandstone. Beneath this layer, the drill intersected the B1 shear zone, in basement rock characterized by strong graphitic and clay alteration. This is indicative of significant reactivated structures favorable for hosting uranium mineralization. In addition to strong silicification and dissolution in the overlying sandstone of the area, the B1 conductor corridor will be a priority drill target for future programs.

 

Additional targets on the Property include radioactivity anomalies, strongly graphitic basement structures, and multiple untested EM conductors identified at the Broach and Minto properties, and these will be explored at a regional scale.

 1-5(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 1-1: PLN Winter 2024 Exploration Target Map
   

(MAP)

 1-6(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 1-2: PLN JR Zone Winter 2024 Drill Hole Exploration Map
   

(MAP)

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

2.0Introduction

 

SLR International Corporation (SLR) was retained by F3 Uranium Corp. (F3 Uranium or the Company) for the completion of a NI 43-101 Technical Report (the Technical Report) on the Patterson Lake North (PLN) Project, located in northern Saskatchewan, Canada. The PLN Project comprises three properties: the PLN Property, which includes the JR Zone, the Minto Property (Minto), and the Broach Property (Broach), collectively, the Properties.

 

F3 Uranium (formerly Fission 3.0 Corp) was incorporated in October 2013 as a fully owned subsidiary of Fission Uranium Corp. (Fission Uranium). In November 2013, Fission 3.0 Corp. completed a plan of arrangement involving Alpha Mineral Inc. (Alpha) and Fission Uranium pursuant to which Fission Uranium acquired Alpha’s Minerals’ 50% interest in the Patterson Lake South (PLS) project. As a result of the transaction, certain properties and assets of Fission Uranium, including the PLN Project, became assets of F3 Uranium. F3 Uranium is no longer a wholly owned subsidiary of Fission Uranium.

 

The Company’s principal business activity is the acquisition and development of exploration and evaluation assets. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. F3 Uranium holds a 100% interest in the PLN Project located in the western Athabasca Basin in northern Saskatchewan. The Project consists of 40 mineral claims covering an area of 39,946 ha.

 

Exploration has been carried out on the PLN Property since 2005 by F3 Uranium and its predecessors. In 2013, GeoVector Management, Inc. completed a NI 43-101 Technical Report on the PLN Project in support of an application by Fission 3.0 Corp. for a listing on the Toronto Stock Exchange (TSX) Venture Exchange.

 

This Technical Report, which incorporate the results of drilling at the Project completed by F3 Uranium during 2022 and 2023, conforms to NI 43-101 Standards of Disclosure for Mineral Projects and supersedes the previous technical report.

 

2.1Sources of Information

 

Sources of information and data contained in this Technical Report or used in its preparation are from publicly available sources in addition to confidential information owned by F3 Uranium including that of past property owners.

 

This Technical Report was prepared by Mark B. Mathisen, C.P.G., SLR Principal Geologist.

 

Mr. Mathisen visited the Property on August 29, 2023. Mr. Mathisen toured the operational areas and camp offices, inspected various parts of the Property, examined core from several drill holes, visited active drill sites and infrastructure, reviewed logging and sampling methods, and conducted discussions with F3 Uranium Project geologists on the current and future plans of operations. Mr. Mathisen is a Qualified Person (QP) in accordance with NI 43-101 and is responsible for all sections of this Technical Report.

 

During the preparation of this Technical Report, discussions were held with the following F3 Uranium personnel:

 

Sam Hartman, P.Geo., Vice President Exploration, F3 Uranium

 

Erik Sehn, GIT, Project Manager, F3 Uranium

 

Kodi Bowman, EPT, Environment, Health and Safety Officer, F3 Uranium

 

Tony Gonzales, Senior Technical Consultant, F3 Uranium

 2-1(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Reid Stanger, Geotechnical Analyst, F3 Uranium

 

Victor Mitchell, Geotechnical Consultant GIS/Data Management/Research, F3 Uranium

 

The documentation reviewed, and other sources of information, are listed at the end of this Technical Report in Section 27 References.

 2-2(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

2.2List of Abbreviations

 

Units of measurement used in this Technical Report conform to the metric system. All currency in this Technical Report is US dollars (US$) unless otherwise noted.

 

μ  micron kVA kilovolt-amperes
μg microgram kW kilowatt
a annum kWh kilowatt-hour
A ampere L litre
bbl barrels lb pound
Btu British thermal units L/s litres per second
°C degree Celsius m metre
C$ Canadian dollars M mega (million); molar
cal calorie m2 square metre
cfm cubic feet per minute m3 cubic metre
cm centimetre MASL metres above sea level
cm2 square centimetre m3/h cubic metres per hour
d day mi mile
dia diameter min minute
dmt dry metric tonne μm micrometre
dwt dead-weight ton mm millimetre
°F degree Fahrenheit mph miles per hour
ft foot MVA megavolt-amperes
ft2 square foot MW megawatt
ft3 cubic foot MWh megawatt-hour
ft/s foot per second oz Troy ounce (31.1035g)
g gram oz/st, opt ounce per short ton
G giga (billion) ppb part per billion
Gal Imperial gallon ppm part per million
g/L gram per litre psia pound per square inch absolute
Gpm Imperial gallons per minute psig pound per square inch gauge
g/t gram per tonne RL relative elevation
gr/ft3 grain per cubic foot s second
gr/m3 grain per cubic metre st short ton
ha hectare stpa short ton per year
hp horsepower stpd short ton per day
hr hour t metric tonne
Hz hertz tpa metric tonne per year
in. inch tpd metric tonne per day
in2 square inch US$ United States dollar
J joule USg United States gallon
k kilo (thousand) USgpm US gallon per minute
kcal kilocalorie V volt
kg kilogram W watt
km kilometre wmt wet metric tonne
km2 square kilometre wt% weight percent
km/h kilometre per hour yd3 cubic yard
kPa kilopascal yr year

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

3.0Reliance on Other Experts

 

This Technical Report has been prepared by SLR for F3 Uranium. The information, conclusions, opinions, and estimates contained herein are based on:

 

Information available to SLR at the time of preparation of this Technical Report.

 

Assumptions, conditions, and qualifications as set forth in this Technical Report.

 

For the purpose of this Technical Report, SLR has relied on ownership information provided by F3 Uranium in the form of a series of Mineral Claim Disposition Abstracts from the Mineral Administration Registry of Saskatchewan (MARS) dated December 5, 2023. SLR has not researched property title or mineral rights for the PLN Property and expresses no opinion as to the ownership status of the property.

 

The SLR QP has taken all appropriate steps, in his professional opinion, to ensure that the above information from F3 Uranium is sound.

 

Except for the purposes legislated under provincial securities laws, any use of this Technical Report by any third party is at that party’s sole risk.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

4.0Property Description and Location

 

4.1Location

 

The PLN, Minto, and Broach properties are located in northern Saskatchewan, approximately 550 km north-northwest of the city of Prince Albert and 150 km north of the community of La Loche (Figure 4-1)

 

The PLN Property comprises two adjacent mineral claims in northern Saskatchewan, approximately 170 km northeast of Fort McMurray, Alberta, and 150 km north of La Loche, Saskatchewan (Figure 4-1). PLN is accessible by vehicle via the all-weather gravel Highway 955, which bisects the PLN Property from north to south.

 

The approximate centre of the PLN Property has the following coordinates:

 

Universal Transverse Mercator (UTM): 592,383 mE, 6,409,215 mN (NAD83 UTM Zone 12N)

 

Geographic: 57°48′ 55.3″ N latitude and 109° 26′ 42″ W longitude

 

The PLN Property lies within the 1:50,000 scale NTS map sheets 74F/14 (Murison Lake) and 74F/13 (Smart Lake). It has a roughly rectangular shape and spans approximately 11 km east- west and approximately four kilometres north-south. The approximate centre of the JR Zone has the UTM coordinates 587,826 mE, 6,410,763 mN (NAD83 UTM Zone 12N).

 

The Minto Property consists of 23 adjacent mineral claims in northern Saskatchewan, about 180 km northeast of Fort McMurray and 160 km north of La Loche (Figure 4-1). Minto is accessible by vehicle along the all-weather gravel Highway 955, which runs through the Minto Property from north to south.

 

The approximate centre of the Minto Property has the following coordinates:

 

UTM: 594,820 mE, 6,421,137 mN (NAD83 UTM Zone 12N)

 

Geographic: 57°55′ 18.8″ N latitude and 109° 23′ 57.3″ W longitude

 

The Minto Property is located within the 1:50,000 scale NTS map sheets 74F/13 (Smart Lake), 74F/14 (Murison Lake) and 74K/03 (James Creek). It has an irregular but roughly rectangular shape and extends approximately 14 km east-west at its widest and approximately 20 km north- south.

 

The Broach Property comprises 15 adjacent mineral claims in northern Saskatchewan, about 165 km northeast of Fort McMurray and 140 km north of La Loche (Figure 4-1). Broach is accessible by vehicle via the all-weather gravel Highway 955, which passes approximately two kilometres west of the Property’s centre from north to south.

 

The approximate centre of the Broach Property has the following coordinates:

 

UTM: 596,298 mE, 6,402,655 mN (NAD83 UTM Zone 12N)

 

Geographic: 57° 45′ 20.3″ N latitude and 109° 23′ 54.3″ W longitude

 

The Broach Property lies within the 1:50,000 scale NTS map sheets 74F/13 (Smart Lake), 74F/14 (Murison Lake) and 74F/11 (Forrest Lake). It has an irregular shape and at its widest extends for about 17 km east-west and for about 17 km north-south.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 4-1: Location Map
   

(MAP)

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

4.2Land Tenure

 

The PLN Property consists of two contiguous mineral claims covering an area of 4,074 ha (Figure 4-2). The JR Zone discovery is located on claim S-113283. Table 4-1 lists the relevant tenure information for the PLN Property.

 

Table 4-1: Land Tenure – Patterson Lake North
   
Claim Effective
Date
Anniversary Date Good Standing
Date
Area
(ha)
Status
S-113283 2-Aug-2023 2-Aug-2024 31-Oct-2031 1,835 Active
S-113285 2-Aug-2023 2-Aug-2024 31-Oct-2028 2,239 Active

 

Source: MARS Database (August 31, 2023)

 

The PLN Property and component claims are defined as electronic mineral claim parcels within the Mineral Administration Registry of Saskatchewan (MARS). As of the effective date of this Technical Report, the two mineral claims comprising the PLN Property are in good standing and are registered in the name of F3 Uranium Corp. As of August 31, 2023, assessment credits totaling $581,881 were available for claim renewal. Assessment credits totaling $101,850 are required to renew the Property claims upon their respective annual anniversary dates. In the absence of sufficient assessment credits, there is a provision in Saskatchewan to keep the claims in good standing by making a deficiency payment or a deficiency deposit.

 

The Minto Property consists of 23 mostly contiguous mineral claims covering an area of 19,864 ha (Figure 4-2). Table 4-2 lists the relevant tenure information for the Minto Property.

 

Table 4-2: Land Tenure – Minto Property
   
Claim Effective
Date
Anniversary Date Good Standing
Date
Area
(ha)
Status
MC00008851 17-Oct-2017 17-Oct-2023 15-Jan-2027 66 Active
MC00008852 17-Oct-2017 17-Oct-2023 15-Jan-2027 132 Active
MC00008854 17-Oct-2017 17-Oct-2023 15-Jan-2027 50 Active
MC00008860 17-Oct-2017 17-Oct-2023 15-Jan-2027 50 Active
MC00008863 17-Oct-2017 17-Oct-2023 15-Jan-2027 66 Active
MC00008865 17-Oct-2017 17-Oct-2023 15-Jan-2027 261 Active
MC00008866 17-Oct-2017 17-Oct-2023 15-Jan-2027 86 Active
MC00008867 17-Oct-2017 17-Oct-2023 15-Jan-2027 151 Active
MC00008870 17-Oct-2017 17-Oct-2023 15-Jan-2027 279 Active
MC00008871 17-Oct-2017 17-Oct-2023 15/Jan/2033 333 Active
MC00008875 17-Oct-2017 17-Oct-2023 15/Jan/2033 394 Active
MC00008886 17-Oct-2017 17-Oct-2023 15-Jan-2027 728 Active
MC00008890 17-Oct-2017 17-Oct-2023 15-Jan-2027 2,423 Active
MC00010291 11-Dec-2017 11-Dec-2023 11-Mar-2027 661 Active

 4-3(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Claim Effective
Date
Anniversary Date Good Standing
Date
Area
(ha)
Status
MC00010292 11-Dec-2017 11-Dec-2023 11-Mar-2027 132 Active
MC00010293 11-Dec-2017 11-Dec-2023 11-Mar-2027 961 Active
MC00010294 11-Dec-2017 11-Dec-2023 11-Mar-2027 398 Active
MC00010296 11-Dec-2017 11-Dec-2023 11-Mar-2027 530 Active
S-107376 21-Jul-2004 20-Jul-2024 18-Oct-2027 3,514 Active
S-107426 21-Jul-2004 20-Jul-2024 18-Oct-2027 4,571 Active
S-107432 29-Sep-2004 28-Sep-2023 27 Dec 2030 1,599 Active
S-107851 26-Nov-2004 25-Nov-2023 23-Feb-2031 377 Active
S-107852 26-Nov-2004 25-Nov-2023 23-Feb-2028 2,102 Active

 

Source: MARS Database (2023, August 31)

 

The Minto Property and component claims are defined as electronic mineral claim parcels within the Mineral Administration Registry of Saskatchewan (MARS). As of the effective date of this Technical Report, all 23 mineral claims comprising the Minto Property are in good standing and are all registered in the name of F3 Uranium Corp. As of August 31, 2023, assessment credits totaling $1,648,939 were available for claim renewal. Assessment credits totaling $419,596 are required to renew the Minto Property claims upon their respective annual anniversary dates. In the absence of sufficient assessment credits, there is a provision in Saskatchewan to keep the claims in good standing by making a deficiency payment or a deficiency deposit.

 

The Broach Property consists of 15 mostly contiguous mineral claims covering an area of 16,008 ha (Figure 4-2). Table 4-3 lists the relevant tenure information for the Broach Property.

 

Table 4-3: Land Tenure – Broach Property
   
Claim Effective
Date
Anniversary Date Good Standing
Date
Area
(ha)
Status
MC00008878 17-Oct-2017 17-Oct-2023 15/Jan/2033 120 Active
MC00008879 17-Oct-2017 17-Oct-2023 15/Jan/2033 556 Active
MC00008882 17-Oct-2017 17-Oct-2023 15/Jan/2033 48 Active
MC00008885 17-Oct-2017 17-Oct-2023 15/Jan/2032 279 Active
MC00008889 17-Oct-2017 17-Oct-2023 15/Jan/2033 98 Active
MC00008894 17-Oct-2017 17-Oct-2023 15/Jan/2033 16 Active
MC00009664 15-Nov-2017 15-Nov-2023 13/Feb/2033 97 Active
MC00009665 15-Nov-2017 15-Nov-2023 13/Feb/2033 65 Active
MC00010300 11-Dec-2017 11-Dec-2023 11/Mar/2033 147 Active
MC00013689 28-Feb-2020 28-Feb-2024 29/May/2031 3,409 Active
S-107433 21-Jul-2004 20-Jul-2024 18/Oct/2031 2,253 Active
S-107853 26-Nov-2004 25-Nov-2023 23/Feb/2032 2,608 Active

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Claim Effective
Date
Anniversary Date Good Standing
Date
Area
(ha)
Status
S-112223 18-Jan-2012 17-Jan-2024 17/Apr/2031 2,092 Active
S-113282 2-Aug-2023 2-Aug-2024 31/Oct/2031 1,923 Active
S-113284 2-Aug-2023 2-Aug-2024 31/Oct/2028 2,295 Active

 

Source: MARS Database (2023, August 31)

 

The Broach Property and component claims are defined as electronic mineral claim parcels within the Mineral Administration Registry of Saskatchewan (MARS). As of the effective date of this Technical Report, all 15 mineral claims comprising the Broach Property are in good standing and are all registered in the name of F3 Uranium Corp. As of August 31, 2023, assessment credits totaling $2,518,957 were available for claim renewal. Assessment credits totaling $351,828 are required to renew the Property claims upon their respective annual anniversary dates. In the absence of sufficient assessment credits, there is a provision in Saskatchewan to keep the claims in good standing by making a deficiency payment or a deficiency deposit.

 

Any surface facilities and mine workings constructed would be located on Provincial lands. The right to use and occupy Provincial lands is acquired under a surface lease from the Province of Saskatchewan. A claim in good standing can be converted to a lease upon application and with the completion of a boundary survey. Leases are for a term of ten years and are renewable. A lease grants the holder the exclusive right to explore for, mine, recover, and dispose of any minerals within the lease lands. Annual expenditures of the lease for years 1 to 10 are C$25/ha, C$50/ha for years 11 to 20, and C$75/ha annually thereafter. A surface lease is for a maximum of thirty-three years.

 

To maintain the Property in good standing, exploration on the Property with annual expenditures of C$15/ha to C$25/ha is required.

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Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 4-2: Land Tenure
   

(MAP)

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4.3Required Permits

 

Permits for timber removal, work authorization, temporary work camp permits, shore land alteration, and road construction are required for most exploration programs from the Saskatchewan Ministry of Environment and Saskatchewan Water Security Agency. Necessary permits are listed:

 

Surface Exploration Permit - general use permit, which lists all the rules and regulations to be followed.

 

Forest product permit if trees are to be cut.

 

Aquatic Habitat Protection Permit.

 

Camp permit if there will be a camp on the Property.

 

Term Water Rights License - water use permit(s) for camp use and drilling use

 

If any exploration work crosses or includes work on water bodies, streams, and rivers, the Department of Fisheries and Oceans and the Coast Guard-Transport Canada must be notified. Ice/snow bridges and clear-span bridges do not require approval from the Coast Guard

 

There are no significant factors or risks known that may affect access, title, or the right or ability to perform work on the Property.

 

4.4Encumbrances

 

SLR is not aware of any significant encumbrances to the Project including current and future permitting requirements and associated timelines, permit conditions, and violations and fines.

 

SLR is not aware of any environmental liabilities on the Property. F3 Uranium has all required permits to conduct the proposed work on the Properties. SLR is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the Property.

 

No obvious disturbance was noted during the site inspection, except for cut lines for geophysical work, drill pads, and drill roads.

 

4.5Royalties

 

There are no royalties associated with the properties.

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5.0Accessibility, Climate, Local Resources, Infrastructure and Physiography

 

5.1Accessibility

 

The PLN, Minto, and Broach properties are located approximately 165 km northeast of Fort McMurray, Alberta. The Properties can be accessed via air charter from Fort McMurray or by all-weather gravel road along Highway 955 (Cluff Lake Mine Road) about 160 km north of La Loche, Saskatchewan. Highway 955 bisects the Properties in a north-south direction. Two four- wheel drive roads branch off from Highway 955 allowing access to the east and west halves of the Properties.

 

La Loche is a remote community in the boreal forest region of northwestern Saskatchewan. It has a population of 2,514 people and offers some basic services such as temporary accommodations, fuel, and emergency medical services (Statistics Canada, 2021).

 

The nearest major city to La Loche is Fort McMurray, Alberta, which has an urban population of approximately 76,000 people and offers a greater range of services and facilities (Wood Buffalo Municipal Census, 2021). Fort McMurray also has an international airport that can accommodate fixed-wing aircraft and helicopters for charter.

 

The driving distance between Fort McMurray and La Loche varies depending on the season. During the winter, when the ice roads are open, the fastest route is via AB-881 and SK-956. During the summer, when the ice roads are closed, the access route is via Highway 155, which is considerably slower than in the winter.

 

La Loche can also be accessed from Saskatoon, the largest city in Saskatchewan with a population of about 266,141 people (Statistics Canada, 2021). Saskatoon has an international airport that can accommodate fixed-wing aircraft and helicopters for charter. The driving distance between Saskatoon and La Loche is approximately 600 km via routes SK-155 and SK-55. La Loche can also be accessed from Saskatoon by air. There are several charter companies that operate flights between the two locations.

 

5.2Climate

 

The PLN Project is located within the mid-boreal upland ecoregion, located approximately 125 km south-southeast of Lake Athabasca in Saskatchewan, situated within the Boreal Shield Ecozone (Smith et al., 1998).

 

The climate in this ecoregion exhibits distinctive seasonal variations, characterized by extended cold winters and comparatively brief, warmer summers. Summers typically span from June to August, offering a relatively short period of warm weather. Winters, on the other hand, extend from November to March, constituting a lengthy cold season (Padbury et al., 1998).

 

Snow cover significantly influences this region’s climate. It blankets the landscape for an extensive period, lasting six to seven months from November to April. This prolonged snow cover profoundly shapes the ecosystem and environmental processes within the ecoregion (Marshall and Schutt, 1999).

 

The climate of the mid-boreal upland ecoregion aligns with a boreal or subarctic ecoclimate classification. This classification is characterized by extended, cold winters and comparatively brief, warmer summers. The environmental dynamics associated with this classification play a crucial role in defining the region’s unique ecological characteristics (Marshall and Schutt, 1999).

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The three closest Environment Canada weather stations’ climatic data are included in Table 5-1.

 

Table 5-1: Climatic Data – Cluff Lake, Fort Chipewyan, and Fort MacKay
   
  Cluff Lake, SK
58° 22′ N 109° 31′ W
Fort Chipewyan, AB
58° 46′ N 111° 07′ W
Fort Mackay, AB
56° 58′ N 111° 27′ W
Mean January Temperature -20.4°C -21.9°C -21.0°C
Mean July Temperature 16.9°C 17.0°C 17.0°C
Extreme Maximum Temperature 36.0°C 34.7°C 37.0°C
Extreme Minimum Temperature -49.0°C -50.0°C -50.6°C
Annual Precipitation 451.0 mm 365.7 mm 414.0 mm
Annual Rainfall 319.3 mm 250.4 mm 302.3 mm
Annual Snowfall 162.8 cm 116.9 cm 133.8 cm

 

Source: Ghaffari et al., 2023

 

5.3Local Resources

 

Various services are available at La Loche, Saskatchewan, including temporary accommodations, fuel, and emergency medical services. A greater range of services is available at Fort McMurray, Alberta. Fixed-wing aircraft are available for charter at Fort McMurray, and Buffalo Narrows, La Loche, and La Ronge, Saskatchewan. Helicopters are available for charter at Fort McMurray and La Ronge.

 

5.4Infrastructure

 

With the exception of the all-weather, gravel road Highway 955, there is no permanent infrastructure at the Properties. Field operations are currently conducted from the Big Bear Camp located approximately five kilometres southwest of the Properties. The Property has sufficient space for an open pit or underground mining operation including space for waste rock piles and tailings facilities. Water is readily available. A surface lease would be required from the Provincial government in advance of construction of permanent surface facilities on the Property.

 

5.5Physiography

 

The topography of northern Saskatchewan is characterized by low hills, ridges, drumlins, and eskers, with lakes and muskeg common in the low-lying areas. Outcrop of the underlying Athabasca sandstone and basement rocks is rare. Numerous lakes and ponds generally show a northeasterly elongation imparted by the most recent glaciation. The elevation in the area varies between approximately 500 metres above sea level (MASL) and 565 MASL.

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The soils in this region are predominantly loamy and grey, leading to the growth of relatively taller trees compared to the nearby Shield region. Common tree species found in this area include aspen, white spruce, jack pine, black spruce, and tamarack.

 

The diverse wildlife in this region includes moose, woodland caribou, mule deer, white-tailed deer, elk, black bear, timber wolf, and beaver. The avian population encompasses species such as the white-throated sparrow, American redstart, bufflehead, ovenbird, and hermit thrush.

 

Furthermore, the aquatic ecosystem is rich and includes fish species such as northern pike, pickerel, whitefish, lake trout, rainbow trout, and perch.

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6.0History

 

6.1Prior Ownership

 

F3 Uranium (formerly Fission 3.0 Corp) was incorporated in October 2013 as a fully owned subsidiary of Fission Uranium Corp. (Fission Uranium). In November 2013, Fission 3.0 Corp. completed a plan of arrangement involving Alpha Mineral Inc. (Alpha) and Fission Uranium pursuant to which Fission Uranium acquired Alpha’s 50% interest in the Patterson Lake South (PLS) project. As a result of the transaction, certain properties and assets of Fission Uranium, including the PLN Project, became assets of Fission 3.0 Corp, now F3 Uranium. F3 Uranium is no longer a wholly owned subsidiary of Fission Uranium. A summary of ownership is presented in Table 6-1.

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Table 6-1:Summary of Ownership

 

Date
Range

 

 

Company / Companies

 

 

Historic Property

Property
(PLN, Broach,
Minto)

 

 

Ownership Details

 

 

Comments

1969 Wainoco Oil & Chemicals Ltd. Permit 1 Broach 100% 77,700 hectares
1969 Bow Valley Land Co. Ltd. Permit 2 All 100%  
1968-1969 A. R. Babchuk / Taneloy Mines Ltd. Permit 2 Minto unknown 77,700 hectares / option agreement for Taneloy Mines Ltd. to earn-in
1974 Uranerz Exploration and Mining Ltd.

Disposition #2, Disposition #3

Broach unknown Each disposition 51,800 hectares
1976-1982 Saskatchewan Mining & Development Corp. / Imperial Oil Ltd. Permit 16 - Derkson Project All

50% SMDC / 50% Imperial Oil joint venture

52,836 hectares
1976-1982 Saskatchewan Mining & Development Corp. / Hudson Bay Exploration Development Company Ltd. Permit 16 - Harrison Project All

50% SMDC / 50% HBED joint venture

 

24,864 hectares
1977-1981 Imperial Oil Ltd. / Saskatchewan Mining & Development Corp. Permit 2 Minto 66.67% Imperial Oil / 33.33% SMDC joint venture 74,120 hectares / Permit was transferred to Esso Canada Ltd. - date unknown
1976-1981 Canadian Occidental Petroleum Ltd.

CLU Property (CBS 4745, 4746, 4747, 4748, 4749, 4750, 4816, 4817)

Broach 100% 33,710 hectares
1988-1998 Cogema Resources Inc. (Amok Ltd.) / Power Reactor and Nuclear Fuel Development Corp. Beatty River Project (7 claims) Minto Transferred Cogema to Amok 1989. Amok 50% / PNC 50% joint venture 7 claims = 20,400 hectares / converted from Permits MPP 1162, 1163
2006-2009 Titan Uranium Inc. Castle South Project (10 claims) Minto 100%

10 claims = 33,000 hectares / carried interest 10%, NSR 2%

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Date
Range
Company / Companies Historic Property

Property
(PLN, Broach,
Minto)

Ownership Details Comments
2004-2008 ESO Uranium Inc. Hook Lake Project Broach & Minto 100% 10 claims = 52,716 hectares
2004-2007 Strathmore Minerals Corp. Patterson Lake Property All 100% 9 claims = 25,316 hectares
2007-2013 Fission Energy Corp. Patterson Lake Property All 100% 9 claims = 25,316 hectares; 1 claim = 2,092 hectares added Jan 2012
2013-2013 Fssion Uranium Corp. Patterson Lake Property All 100% / 50% earn-in agreement with Azincourt Resources Inc. 10 claims = 27,408 hectares
2013-2017 Fission 3.0 Corp. Patterson Lake Property All 100% / 50% earn-in agreement with Azincourt Resources Inc. 10 claims = 27,408 hectares
2017-2019 Fission 3.0 Corp. Patterson Lake Property All 100% / 50% earn-in agreement with Azincourt Resources Inc.

37 claims = 39,946 hectares (27 claims = 9,129 hectares added Oct-Dec 2017)

2019-2023 Fission 3.0 Corp. Patterson Lake Property All 100% 37 claims = 39,946 hectares / Azincourt Resources Inc. agreement terminated Mar 29, 2019
2023 F3 Uranium Corp. Patterson Lake Property All 100% 37 claims = 39,946 hectares (corporate name change Jan 31, 2023)
2023 F3 Uranium Corp. PLN, Broach, Minto Properties All 100%

Three-way property split. PLN 2 claims = 4,074 hectares. Broach 15 claims = 16,008 hectares. Minto 23 claims = 19,864 hectares

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6.2Exploration and Development History

 

This section includes a summary of historical exploration programs in the vicinity of the Properties. The programs covered areas that intersected the current Property claims. A high level summary of historical exploration programs in the vicinity of the Properties is presented in Table 6-2.

 

6.2.1Wainoco Oil and Chemicals Ltd. (1969)

 

In 1969, Wainoco Oil and Chemicals Ltd. conducted uranium exploration in the PLN property area. They employed an airborne magnetic and radiometric survey to detect magnetic and radioactive anomalies indicative of uranium mineralization. Additionally, they performed an air photo mosaic analysis to map drainage areas and lineaments, aiming to identify potential uranium deposits; however, the exploration did not yield evidence of uranium mineralization at depth.

 

6.2.2Bow Valley Land Co. Ltd. (1969)

 

Bow Valley Land Co. Ltd. conducted uranium exploration in the PLN property area in 1969. Their methods included an airborne magnetic and radiometric survey, aiming to detect anomalies indicative of uranium. They also used photogeologic mapping to analyze surface geology and the extent of Athabasca Basin sediments. Ground inspection of prospective airborne radiometric anomalies was another method employed; however, they did not find evidence of uranium mineralization at depth.

 

6.2.3Taneloy Mines Ltd. (1969)

 

Taneloy Mines Ltd. engaged in uranium exploration in the PLN property area in 1969. Their methods encompassed an airborne radiometry survey to detect elevated radioactivity areas, hydro-geochemical sampling to analyze water samples for uranium and other elements, and geological ground reconnaissance and mapping to identify bedrock geology. Despite these efforts, no evidence of uranium mineralization at depth was found.

 

6.2.4Uranerz Exploration and Mining Ltd. (1974)

 

Uranerz Exploration and Mining Ltd. conducted uranium exploration in the PLN property area in 1974. Their methods included radiometric prospecting and mapping, with a focus on identifying anomalies associated with potential uranium deposits. They also carried out a lake sediment sampling program to assay samples for uranium and other elements. Despite these efforts, they did not discover significant uranium anomalies.

 

6.2.5Saskatchewan Mining & Development Corp. (1976–1980)

 

Saskatchewan Mining & Development Corp. (SMDC) conducted a comprehensive uranium exploration program in the PLN property area from 1976 to 1980. They utilized various methods, including an airborne INPUT electromagnetic (EM) survey to identify conductive anomalies, lake sediment sampling to assay for uranium and other elements, boulder and scintillometer prospecting, and ground very-low-frequency (VLF)-EM and time domain EM (TDEM) surveys to investigate conductive swarms. The exploration did not result in evidence of uranium mineralization at depth.

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6.2.6Imperial Oil Ltd. (1977)

 

In 1977, Imperial Oil Ltd. conducted exploration in the Montgomery Lake area, focusing on copper and uranium. Their methods involved lake sampling to analyze sediments and water for copper and uranium, soil sampling and radiometric prospecting, airborne and ground surveys to study the geology. Despite their efforts, they did not find evidence of copper or uranium mineralization at depth.

 

6.2.7Canadian Occidental Petroleum Ltd. (CANOXY) (1977)

 

CANOXY investigated uranium mineralization potential in the Patterson Lake area in 1977. They employed an airborne INPUT EM survey to determine the depth and structure of the crystalline basement. Additionally, surface sampling, including alphameter and scintillometer measurements, was conducted. However, the results did not indicate uranium mineralization at depth.

 

6.2.8Canadian Occidental Petroleum Ltd. (CANOXY) (1978–1979)

 

In 1978 and 1979, CANOXY continued their uranium exploration efforts. They executed a diamond drilling program specifically in the south part of the PLN property at Sholte and Broach lakes. The focus was on testing the shoulders of aeromagnetic highs and interpreted structural lineaments. The diamond drilling, which totaled 2,880 m in 21 vertical holes, revealed basement rocks divided into Western granites and Eastern metamorphics. However, uranium analyses were low at less than 1.0 ppm in all holes, and no evidence of uranium mineralization at depth was found.

 

6.2.9Cogema Resources Inc. (Amok Ltd.) (1990–1998)

 

Between 1990 and 1998, Cogema Resources Inc. (COGEMA) initiated a comprehensive exploration campaign. Their objective was to identify typical Athabasca Basin unconformity-style uranium mineralization associated with basement electromagnetic conductors indicating graphitic shear zones within pelitic metasedimentary rock units. They employed methods including airborne GEOTEM EM surveys, ground UTEM-III surveys, and diamond drilling. The diamond drilling was concentrated on conductive trends to the west of the PLN property. Despite these efforts, definitive evidence of uranium mineralization at depth was not established.

 

6.2.10Cogema Resources Inc. (COGEMA) (2004–2005)

 

In 2004 to 2005, COGEMA conducted airborne geophysics surveys on their West Athabasca project in collaboration with UEX Corp. The primary aim was to detect graphitic conductors at or near the basement, associated with potential uranium mineralization. They employed the BHP-Billiton FALCON gravity system, including magnetics and radiometrics. These surveys covered a substantial area north of the PLN property. However, the results did not yield definitive evidence of uranium mineralization at depth.

 

6.2.11Titan Uranium Inc. (TITAN) (2005–2006)

 

In 2005, TITAN acquired a large land position in the West Athabasca. The land position was split up into several different projects, of which the Castle South block covered the far north section of the PLN property. TITAN commenced a program of extensive airborne MEGATEM electromagnetic and magnetic surveys, contracted to Fugro Airborne Surveys Ltd. (Fugro). The Castle South Extension survey (as Fugro named it) was flown across the Castle South block. Fugro’s interpretation of the Castle South block revealed sharply contrasting strike directions in magnetic features, interpreted as right-lateral strike slip faults. The Total Energy Envelope product of the electromagnetic field correlated in some respects to magnetic lows that are thought to represent felsic lithologies in the crystalline basement. The depth of Athabasca sediments in this area hindered interpretation of the data. In April-May 2009, TITAN commissioned Patterson Geophysics Inc. to perform Pole-Pole Resistivity on four lines that covered parts of the northernmost claims at PLN. The purpose was to locate and characterize weak conductive trends interpreted from data of a MEGATEM® airborne survey and to test magnetic lineaments that are interpreted to correspond to the location of the Beatty River fault system. Zones of low apparent resistivity interpreted to have conductive basement lithology associations were detected and were consistent with the early time MEGATEM Bz08 channel data, and two of the lines displayed resistivity anomalies characteristic of an alteration chimney extending from the basement up into the overlying sandstone.

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6.2.12ESO Uranium Corp. (2005–2007)

 

ESO Uranium Corp. (ESO) conducted exploration in the Hook Lake property between 2005 and 2006. The airborne MEGATEM electromagnetic and magnetic survey was designed to detect bedrock conductors associated with uranium mineralization. The survey indicated bedrock conductors occurring parallel to the north and south shores of Broach Lake. Additionally, ESO collected sandstone boulder samples for geochemical analysis, aiming to detect alteration and geochemical metal anomalies indicative of Athabasca Basin-type uranium deposits within sandstone float and outcrop. Although anomalies were detected, no clearly defined geochemical boulder train anomalies were identified, and definitive evidence of uranium mineralization at depth was not established (source: AF 74F-0016). During Feb-Mar 2007, ESO commissioned a fixed loop time-domain electromagnetic survey on the Broach Lake part of their Hook Lake claim block. The survey’s purpose was to further delineate electromagnetic conductors identified by the earlier MEGATEM airborne survey. A total of 6.5 km of TEM data was collected and indicated a shallow conductive feature dipping shallowly to the southeast.

 

6.2.13Purepoint Uranium Group Inc. (PUREPOINT) (2007–2008)

 

During 2007 and 2008, PUREPOINT performed ground geophysical surveying on the West and Central grids of their Hook Lake project, on the southeast side of the PLN property. The 2007 ground geophysics consisted of gradient array IP/Resistivity and pole-dipole array IP/Resistivity surveys, a very small portion of which overlapped the PLN property on the southeast side of Broach Lake. The induced polarization (IP) resistivity sections were examined for Low Apparent Resistivity Chimneys (LARCs) that may represent alteration halos within sandstone overlying conductors. The 2008 ground geophysics consisted of a stepwise moving loop TEM survey carried out by Quantec Geoscience Ltd. between February 18 and March 24, 2008. A very small portion of the survey overlapped onto the southeast corner of the PLN property in the vicinity of the southeast shore of Broach Lake.

 

6.2.14Strathmore Minerals Corp. (2004–2006)

 

Between July and November 2004, Strathmore Minerals Corp. acquired nine mineral claims totaling 25,316 ha in the Patterson Lake area. During fall 2005 and spring 2006, Aeroquest Ltd. and Fugro Airborne Surveys were contracted to conduct airborne geophysical surveys over the Patterson Lake Property. The intent of the surveys was to map conductive horizons at depth near the sub-Athabasca unconformity. The Aeroquest heli-supported AeroTEM survey covered the entire property at 300 m line-spacing for a total of 970 line-km. Based on the response from the Aeroquest survey, the Fugro MEGATEM survey covered the north claims with a total of 298 line-km.

 

Ground HLEM (maxmin) and Induced Polarization-Resistivity surveys targeted the results of the airborne geophysics and were carried out by Peter E. Walcott and Associates Ltd. in the spring of 2006. Three grids were established over the Grygar Lake, Hodge Lake, and A4-A1 conductor and magnetic/lithology targets, for a total of 25 km of HLEM and IP-DC Resistivity (DCRES) surveying.

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6.2.15Fission Energy Corp. (2006–2012)

 

In 2006, Fission Energy Corp. (FEC) absorbed the Canadian assets of Strathmore Minerals Corp., including the nine claims of the Patterson Lake Property.

 

Work by FEC in 2006 and 2007 included radon cup surveys and diamond drilling. The radon cup surveys were carried out by Alpha-Track Uranium Exploration Services in June and July 2007 over airborne geophysical targets, on a grid on the west side of Hodge Lake and three grids in the northern claim area. Radon cups were buried at 100 m intervals and a total of 1,893 cups were retrieved. In general, background values were very low, reflecting the deep sandstone cover in the area. In October 2007, RadonEX Ltd. was contracted to complete an Electret Ion Chamber (EIC) radon detection survey in the southern portion of the property. In total, 275 stations were recorded on a single grid. The purpose of the survey was to follow up anomalous results from the June 2007 Alpha-Track radon cup survey. The results were confirmed by the EIC survey and further orientation surveys were recommended.

 

In November and December 2007, Fugro conducted a MEGATEM electromagnetic and magnetic survey over the south half of the Patterson Lake Property. This survey was intended to continue coverage from the Strathmore MEGATEM survey that covered the north half of the property in 2006. In total, 749 line-km of data were collected.

 

Between February and April 2008, Peak Drilling Ltd. was contracted to complete nine diamond drill holes for a total of 2,795.22 m drilled on the west side of Hodge Lake and the southwest side of Harrison Lake.

 

In August 2012, Special Projects Inc. was commissioned to perform a high resolution airborne magnetic survey over the south part of the Patterson Lake Property. The purpose was to map geological lithologies and structure. A flight line direction of 90 degrees azimuth and 50 m line spacings were used resulting in 6,574.8 line-km of data collection.

 

A crew of six personnel headed by Dr. Paul Ramaekers collected B-horizon soil samples between August 9 and 22, 2012. An additional set of representative samples were taken along the Cluff Lake Road that traverses the property from south to north. A factor analysis of the 310 soil samples indicated areas anomalous in unconformity uranium indicators in areas that included a known conductive zone beneath Hodge Lake, a mineralized esker system below Broach Lake, and a weaker set of anomalies north of Hodge Lake in the ‘Conductor E’ area.

 

Between September and December 2012 IP-DCRES and Small Moving Loop Time Domain Electromagnetic (TDEM) surveys were carried out by Discovery International Geophysics Inc. and Patterson Geophysics Ltd., respectively. The DCRES survey comprised 30 km of data collection on grid B, while the TDEM survey totaled 69 km of SQUID (Super-conducting Quantum Interfering Devices) data collection on grids B, C, and G4. The resistivity analysis on grid B indicated a typical alteration ‘chimney’ on the west conductor, at the intersection of two interpreted structural features. The TDEM analysis indicated a very good quality conductor (A1) on grid G4, a bowl-shaped conductive feature on the grid B, and a very poor-quality conductor on grid C.

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6.2.16Fission Uranium Corp. (Fission Uranium) (2012–2013)

 

In April 2013, Fission Uranium, a wholly owned subsidiary of Fission Energy Corp. (FEC), completed a plan of arrangement whereby Fission Uranium obtained certain assets of FEC including the Patterson Lake Property. The Patterson Lake Property was renamed the Patterson Lake North Property (PLN). In April 2013, Fission Uranium and Azincourt Resources Inc. (Azincourt) entered into a four-year property option agreement whereby Azincourt could earn up to a 50% interest in the PLN property, with Fission Uranium as property operator.

 

During August 2013, Aeroquest Airborne carried out a helicopter-borne versatile time domain electromagnetic (VTEM max) geophysical survey over the north portion of the Patterson Lake North Property. A total of 303 line-kilometers of geophysical data were acquired during the survey. Flight lines were oriented in an east-west direction and spaced at 400 m apart. The survey was successful in identifying the A4, Block A, U, and N conductor trends.

 

In October 2013 an Internal Field Gradient test survey was conducted by EMPulse Geophysics Ltd. in the Minto Lake area. Fifty-one stations at 100 m spacing were doubly collected on a single survey line for 5.0 line-km of coverage. Three clear gradient anomalies at stations 15, 18, and 20 were evident with a possible fourth anomaly at station 26. It appeared that the gradient anomaly at station 15 was due to a deep basement conductor while the anomalies at stations 18, 20, and 26 were structural, possibly due to faults.

 

6.2.17Fission 3.0 Corp. (2013-2018)

 

The PLN Property became part of the Fission 3.0 Corp. (Fission 3.0) portfolio as a result of the Fission Uranium/Alpha Minerals agreement in December 2013. Fission 3.0 continued as operator of the property option agreement with Azincourt Resources Inc.

 

During December 2013 through to March 2014 Discovery Int’l Geophysics Inc. carried out high temperature (HT) SQUID and coil moving-loop TEM surveys over the A4 Extension, Broach Lake, and Regional Sideline grids. A total of 59.8 km of slingram moving-loop transient EM data were collected over 15 profile lines distributed among the three survey grids. The Broach Lake survey identified three weak to moderate conductors, the Regional Grid results indicated a wide complex conductor system, and the A4 Extension survey showed relatively high conductivities with shallow dips to the west.

 

During April to August 2014, Patterson Geophysics Inc. conducted DC resistivity surveys. In total the surveys comprised 34.0 km of pole-dipole in the Broach Lake grid area and 61.2 km of indirect pole-pole in the North Grid area. Two significant resistivity low anomalies were identified in the Broach Lake area, and also two significant resistivity anomalies in the lower sandstone bench at the North Grid.

 

From January to March 2014 RadonEX Ltd. conducted electret ionization chamber (EIC) radon in lake water and radon in lake sediment surveys over select geophysical targets located in the southern parts of Harrison and Hodge Lakes. At Harrison Lake, initial results were encouraging and a total of 100 radon-in-water and 10 radon-in-sediment samples were collected. At Hodge Lake a total of 120 radon-in-water and 12 radon-in-sediment samples were collected, with inconclusive results.

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Table 6-2:Summary of Exploration History at PLN Conducted by F3 and its Predecessors

 

 

 

Year

Assessment
File
Company

F3

Uranium Property

Area

Type of

Exploration Work

 

 

Work Performed

Contractor

 

 

Comments

1969

 

74F11-0002

 

Wainoco Oil & Chemicals Ltd.

Broach

 

south area of PLN Airborne magnetics and radiometrics

2,032 line-km

 

Geo-X Surveys

 

To detect magnetic and radioactive anomalies that could indicate uranium mineralization

1969

 

74F11-0002

 

Wainoco Oil & Chemicals Ltd.

Broach

 

south area of PLN Airphoto mosaic analysis     To delineate drainage and muskeg areas, map lineaments, and map surficial features
1969 74F11-0001 Bow Valley Land Co. Ltd. All south half of PLN Airborne magnetics and radiometrics   Geo-X Surveys

To detect magnetic and radioactive anomalies that could indicate uranium mineralization

1969 74F11-0001 Bow Valley Land Co. Ltd. All south half of PLN Photogeologic mapping     To map the surface geology and extent of the Athabasca Basin sediments
1969 74F11-0001 Bow Valley Land Co. Ltd. PLN and Broach south half of PLN Ground inspection     Ground follow-up of prospective airborne radiometric anomalies
1969 74F14-0001 Taneloy Mines Ltd. Minto northeast section of PLN Airborne radiometrics 1,050 line-km   To detect areas of elevated radioactivity that could indicate uranium mineralization
1969 74F14-0001 Taneloy Mines Ltd. Minto northeast section of PLN Lake water sampling 266 lake water samples   To detect elevated uranium, copper, lead and zinc in lake water
1969 74F14-0001 Taneloy Mines Ltd. Minto northeast section of PLN Geological mapping     To identify the bedrock geology and the extent of the Athabasca Basin sediments
1974

74F-0001, 74F-0005, 74F-0006

Uranerz Exploration & Mining Ltd.

Broach southmost section of PLN

Heli-supported radiometric prospecting

    To detect areas of elevated radioactivity that could indicate uranium mineralization

1974

 

74F-0001, 74F-0005, 74F-0006

Uranerz Exploration & Mining Ltd.

Broach

 

southmost section of PLN Lake sediment sampling     To detect elevated uranium, copper, lead and zinc in lake sediments
1977 74F14-0005 Imperial Oil Ltd. Minto northmost section of PLN Airborne radiometrics 154 line-km Trigg-Woollett Associates  
1977 74F14-0005 Imperial Oil Ltd. Minto northmost section of PLN Lake water and sediment sampling 429 lake water samples / 391 lake sediment samples Trigg-Woollett Associates To detect elevated uranium and copper in lake water and sediments

1978

 

74F14-0006

 

Imperial Oil Ltd.

 

Minto

 

northmost section of PLN Soil sampling and radiometric prospecting

82 soil samples

 

Trigg-Woollett Associates

To detect elevated uranium in soils

1978 74F14-0006 Imperial Oil Ltd. Minto northmost section of PLN Ground gravity 58 km long profile Trigg-Woollett Associates  
1979-1981

74F14-0008, 74F14-0010

Imperial Oil Ltd. Minto northmost section of PLN Diamond drilling 3 DDH for 1,416.8 m total DW Coates Enterprises Ltd. Drill targets on flexures in regional gravity profile
1977 74F11-0010

Canadian Occidental Petroleum Ltd.

Broach southmost section of PLN Airborne INPUT EM and magnetics 1,144 line-km Fugro Airborne Surveys Ltd. To detect electromagnetic conductors and map magnetic signatures

1977

 

74F11-0011

Canadian Occidental Petroleum Ltd.

Broach

 

southmost section of PLN Geochemical sampling

660 soil samples, 14 bog samples, 23 lake sediment samples 

  To detect elevated uranium in soil, bog, and lake sediments

 6-9(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

 

 

Year

Assessment
File
Company

F3

Uranium Property

Area

Type of

Exploration Work

 

 

Work Performed

Contractor

 

 

Comments

1978-1979

 

74F11-0012, 74F11-0013

Canadian Occidental Petroleum Ltd.

Broach

 

southmost section of PLN

Diamond drilling

4 DDH for 757.7 m total

Connors Drilling Ltd. / Canadian Longyear Ltd. Tested the shoulders of magnetic highs and interpreted structural lineaments
1977-1982

74F14-0003, 74F14-0012, 74F13-0037

Saskatchewan Mining & Development Corp. 

All south half of PLN Airborne INPUT EM and magnetics 2,153 line-km Fugro Airborne Surveys Ltd. To detect electromagnetic conductors and map magnetic signatures

1979

 

74F13-0032

Saskatchewan Mining & Development Corp. PLN and Minto

west-central PLN (Eastley Lake-Murison Lake)

Overburden sampling and lake sediment sampling

149 samples / 72 samples

 

Follow up to previous sampling work

1977 74F14-0004 Saskatchewan Mining & Development Corp. All south half of PLN Lake sediment sampling 185 lake sediment samples   To detect elevated uranium, copper, nickel, and zinc in lake sediments
1980 74F14-0013

Saskatchewan Mining & Development Corp.

Minto

west-central PLN (Eastley Lake)

Airborne EM-30 250 line-km

Hudson Bay Exploration & Development Ltd.

Follow up to inconclusive INPUT results

1980

 

74F14-0011

Saskatchewan Mining & Development Corp.

All

 

south half of PLN Boulder prospecting     To identify boulders with elevated radioactivity

1981

 

74F14-0014

Saskatchewan Mining & Development Corp.

PLN

 

west side PLN (Eastley Lake)

Ground DEEPEM

14 line-km DEEPEM

Crone Geophysics Ltd. Ground definition of airborne electromagnetic conductors
1990 74-0010 Cogema Resources Inc. Minto

northwest and north-central PLN

Airborne GeoTEM   Geoterrex Ltd.

To identify the occurrence and characteristics of conductive and magnetic units in the area.

1995-1998

74F14-0021, 74F14-0022

Cogema Resources Inc. Minto west-central PLN Ground UTEM-III electromagnetic   Lamontange Geophysics Ltd. Ground definition of airborne electromagnetic conductors
2004-2005 74K-0019 Cogema Resources Inc. Minto north section of PLN Airborne MEGATEM 7,161 line-km Fugro Airborne Surveys Ltd.  

2004-2005

 

74K-0020

 

Cogema Resources Inc.

Minto

 

north section of PLN

FALCON airborne gravity, magnetics, radiometrics

6,679 line-km

 

BHP-Billiton Ltd. / Sander Geophysics
2005 74F-0015 Titan Uranium Inc. Minto north section of PLN Airborne MEGATEM 1,955 line-km Fugro Airborne Surveys Ltd.  
2005 (Oct)   Strathmore Minerals Corp. All Property-wide Airborne AeroTEM 970 line-km Aeroquest Ltd. to map conductive horizons at depth near the sub-Athabasca unconformity

2005-2006

 

74F-0016

 

ESO Uranium Corp.

 

Broach and Minto

 

east section of PLN

 

Sandstone boulder sampling

 

264 samples

 

 

To test for presence of alteration and geochemical metal anomalies associated with Athabasca Basin type uranium deposits within Athabasca Formation sandstone float and outcrop

2006

 

74F-0016

 

ESO Uranium Corp.

 

Broach and Minto

 

east section of PLN

 

Airborne MEGATEM

 

2,169 line-km

 

Fugro Airborne Surveys Ltd.

 

To try and detect graphitic conductors at or near the basement, known to be between 400 and 500 metres below surface from previous drilling, that could be associated with uranium mineralization.

 6-10(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

 

 

Year

Assessment
File
Company

F3

Uranium Property

Area

Type of

Exploration Work

 

 

Work Performed

Contractor

 

 

Comments

2006 (May)

 

  Strathmore Minerals Corp. Minto North claims Airborne MEGATEM 298 line-km Fugro Airborne Surveys Ltd. follow up to results of AeroTEM survey

2006 (Apr-Jun)

 

 

Strathmore Minerals Corp.

 

All

 

Grids 2,3,4 (Hodge, Grygar, A4-A1 Grid)

 

ground HLEM / IP-DCRES / Grid Establishment

25 line-km / 37 line-km

 

Patterson Geophysics

 

Investigate airborne EM conductors located by Aeroquest surveys

2006 (Oct-Nov)

 

  Fission Energy Corp. Broach South shore of Hodge Lake Diamond Drilling One drill hole, Total 306.9 m drilled Target Drilling Inc. Hole lost in unconsolidated sand, did not reach unconformity

2007 (Jan-Apr)

 

 

Fission Energy Corp.

 

PLN and Broach

 

South shore Hodge Lake, southwest shore Harrison Lake

Diamond Drilling

 

Four drill holes, Total 1,100 m drilled.

 

Canadian Mine Services Inc.

 

Hodge Lake hole lost in unconsolidated sand 

2007 (Jun-Jul)

 

  Fission Energy Corp.

All

 

West side Hodge Lake, northern claims 

Radon cup survey

 

1,893 radon cups over four grids Alpha-Track Uranium Exploration Services

Follow up to airborne geophysical targets 

2007 (Oct)

 

  Fission Energy Corp. PLN West side of Hodge Lake EIC ground radon detection survey 275 points on one grid RadonEX Ltd. follow-up of anomalous area found by earlier radon-cup survey (Smith and Dahrouge, 2007)

2007 (Nov-Dec)

 

  Fission Energy Corp. All South half of property

MegaTEM Airborne Electromagnetics/ Magnetics

749 line-km Fugro Airborne Surveys

delineate broad conductive zones that may correspond to sub-Athabasca unconformity

2007-2008

 

74F11-0037, 74F11-0039

 

Purepoint Uranium Group Inc.

 

Broach

 

southeast section of PLN

 

ground IP-Resistivity survey / stepwise moving loop TEM

127 line-km / 108.5 line-km

 

R.J. Meikle & Associates / Quantec Geoscience Ltd. To select target areas within extensive conductor systems indicated by previous VTEM surveys

2008 (Feb-Apr)

 

  Fission Energy Corp. All

Harrison and Hodge Lake areas

Diamond Drilling

2,795 m in nine holes, only six holes reached target depth

Peak Drilling Ltd.

target anomalous radon survey results and electromagnetic conductors from Megatem survey

2012 (Aug)

 

 

Fission Energy Corp

 

All

 

~70% of Property; did not survey north ~30%

SPI Detailed Airborne Magnetics/Radiom etrics

 

6,574.8 line-km (4,893 line-km within PLN boundaries)

Special Projects Inc.

 

determine lithological contacts & structural setting from magnetic data interpretation?

2012 (Aug)

  Fission Energy Corp All Property-wide Soil sampling B-Horizon Six prospectors / 310 soil samples Fission Energy Corp. (Ramaekers) Soil sampling over previously identified EM conductors, attempt to prioritize conductors

2012 (Sep-Oct)

 

  Fission Energy Corp PLN and Broach Hodge B-Grid Ground DC Resistivity

12.5 line-km pole-dipole / 17.5 line-km pole-pole

 

Discovery Int’l Geophysics

Attempt to define low resistivity alteration zones associated with electromagnetic conductors

2012 (Oct-Dec)

  Fission Energy Corp

All

 

Grid G4 (A1 conductor), Grid B, Line C

Moving Loop TDEM / Grid Establishment

69.0 line-km / 67.5 line-km

Patterson Geophysics / Big Bear Contracting Ltd.

Ground definition of airborne electromagnetic conductors

2013 (Aug)

  Fission Uranium Corp

Minto

North half of property

VTEM MAX Airborne Electromagnetics

303.1 line-km

Aeroquest Airborne

delineate conductive zones

 6-11(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

 

 

Year

Assessment
File
Company

F3

Uranium Property

Area

Type of

Exploration Work

 

 

Work Performed

Contractor

 

 

Comments

2013 (Oct)

 

  Fission Uranium Corp Minto Regional N-Grid MT (magneto-tellurics) Survey Five line-km (1.6 km of which on Zadar Property)

EMPULSE Geophysics Ltd

 

a test magneto-tellurics survey

2013 (Nov)

 

  Fission Uranium Corp

PLN

 

Southwest shore Harrison Lake Reverse Circulation Drilling

50.3 m drilled (PLN-003)

 

Northspan exploration Ltd. Unsuccessful test to drill through overburden in order to set casing ahead of diamond drilling

2013-2014 (Dec-Jan)

 

  Fission 3.0/Azincourt PLN and Broach A4 Extension Grid MLTEM / Grid Establishment 11.7 line-km / 9.5 line-km Discovery Int’l Geophysics / Big Bear Contracting Ltd. Ground definition of airborne electromagnetic conductors

2014 (Feb-Mar)

 

  Fission 3.0/Azincourt Broach Broach Lake Grid MLTEM / Grid Establishment 31.5 line-km / 26.7 line-km

Discovery Int’l Geophysics / Big Bear Contracting Ltd.

Ground definition of airborne electromagnetic conductors

2014 (Mar)

 

  Fission 3.0/Azincourt

Minto

 

ML40 Regional Grid

 

MLTEM / Grid Establishment

16.6 line-km / 24.8 line-km

 

Discovery Int’l Geophysics / Big Bear Contracting Ltd.

Ground definition of airborne electromagnetic conductors

2014 (May-Aug)

 

  Fission 3.0/Azincourt

Minto

 

Regional N-Grid DC Resistivity pole-dipole_pole / Grid Establishment

61.2 line-km / 83 line-km

 

Patterson Geophysics / Big Bear Contracting Ltd.

 

Attempt to define low resisitivity alteration zones associated with electromagnetic conductors

2014 (Apr-May)

 

  Fission 3.0/Azincourt Broach Broach Lake Grid

DC Resistivity pole-dipole / Grid Establishment

 

34.0 line-km / 26.5 line-km

Patterson Geophysics / Big Bear Contracting Ltd.

 

Attempt to define low resisitivity alteration zones associated with electromagnetic conductors

 

2014 (Jan)

 

  Fission 3.0/Azincourt

PLN

 

Hodge Lake B-Grid

Radon Sampling

 

120 RIW Samples, 12 RIS samples

RadonEx

 

Attempt to define anomalous radon signatures over geophysical and structural targets

2014 (Jan-Mar)

 

  Fission 3.0/Azincourt

PLN

 

Harrison Lake G4-Grid

Radon Sampling

 

100 RIW samples, 10 RIS samples

RadonEx

 

Attempt to define anomalous radon signatures over geophysical and structural targets

2014 (Jan-Feb)

 

 

Fission 3.0/Azincourt

 

PLN

 

G4 Grid - A1, B1 and A3 conductors

Diamond Drilling (Winter)

 

Nine drill holes planned, five holes completed, one lost in overburden, three cancelled, Total 1,937 m drilled

Bryson Drilling/Northspan Exploration

Drilling on prospective A1 and A3 conductors

 

2014 (Jun-Jul)

 

  Fission 3.0/Azincourt PLN G4 Grid - A1 and A4 conductors Diamond Drilling (Summer) Six diamond drill holes completed. Total 2,130.2 m drilled. Bryson Drilling Drilling on prospective A1 and A4 conductors

2014 (Nov)

 

  Fission 3.0/Azincourt PLN G4 Grid: PLN14-020 Borehole EM 335 m Z (axial) component Patterson Geophysics To check for presence of off-hole conductor

 6-12(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

6.3Historical Resource/Reserve Estimates

 

There is no historical resource or reserve estimates for uranium mineralization on the Property.

 

6.4Past Production

 

No production has occurred on the Property. 

 6-13(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

7.0Geological Setting and Mineralization

 

7.1Regional Geology

 

The Athabasca Basin is a large, Paleoproterozoic-aged sedimentary basin covering much of northern Saskatchewan and part of northern Alberta (Jefferson et al., 2007). At surface, the basin is an oval shape and covers an approximate dimension of 450 km by 200 km and covers over 85,000 km2 (Figure 7-1).

 

The basins geology is dominated by two lithological elements: (i) Polydeformed metamorphic basement rocks of Archean and Proterozoic age, which is overlain unconformably by (ii) 100 m - 1000 m of flat lying to gently dipping, post-metamorphic quartz sandstone of the late Proterozoic Athabasca group.

 7-1(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 7-1:Geological Sketch Map of the Athabasca Basin

 

(MAP) 

 7-2(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

7.1.1Crystalline Basement

 

The crystalline basement underlying the basin consists of three major lithotectonic zones. The Talston magmatic zone (TMZ), the Rae Province and the Hearne Province form the basement assemblage. The TMZ underlies the far western side of the basin with the Rae underlying the center and the Hearne underlying the east. The Rae province consists mostly of metasedimentary supracrustal sequences as well as granitoid rocks. The Hearne province consists of primarily granitic gneiss. The TMZ is characterized by a variety of plutonic rocks within an older basement complex (McNicoll et al., 2000). These rocks vary widely in composition from amphibolites to granitic gneiss to high-grade pelitic gneiss.

 

The Rae and Hearne provinces are separated by the large-scale northeast-southwest Snowbird Tectonic Zone. The Snowbird Tectonic Zone is locally referred to as the Virgin River shear zone at the south end of the basin and the Black Lake fault at the north. Other major fault zones include the Grease River shear zone, Black Bay fault, Cable Bay shear zone and Tabbernor-type (regional north-south trending) fault zones.

 

Prior to the deposition of the Athabasca group sediments, the metamorphic rocks of the Rae, Hearne and TMZ experienced a period of erosion, weathering, and non-deposition. The top of the crystalline basement tends to show intense weathering (MacDonald, 1980): a thin, bleached zone at the unconformity is followed by a hematite-stained unit of weathered metamorphic rocks slowly changing into a green zone where mafic minerals have been altered to chlorite. The zone of intense chloritization slowly dissipates with depth. This sequence can commonly be distinguished in drill core on the PLN property.

 

7.1.2Athabasca Group

 

The Athabasca group is interpreted to have been filled over 200 Ma during four major depositional sequences which coalesced into a single basin (Ramaekers et al., 2007). The sediments within the basin are dominated by unmetamorphosed, siliciclastic, conglomeratic sandstones. The basin is relatively flat lying with a gentle dip towards the center of the basin and a steeper dip in the northern, southern and western portions. The maximum depth established by drilling was 1,500 m with most of the basin thought to be 100 m -1000 m in depth. Much of the sediment within the basin shows a variable range of hematite alteration.

 

The five regional sequences of fluviatile sands and gravels filled five subbasins within the Athabasca basin from different directions. Sequence 1 is the Fair Point Formation. Sequence 2 begins with the sandy Smart Formation in the west and is overlain by the Manitou Falls Formation. Sequence 3 includes Lazenby Lake and Wolverine Point Formations. Sequence 4 comprises of the Locker Lake, Otherside, Douglas and Carswell Formations (Ramaekers et al., 2007).

 

7.1.3Quaternary Geology

 

The thickness of Quaternary Sediments is highly variable around the Athabasca basin ranging from 0 m at Key Lake to over 100 m at Patterson Lake North. Bedrock is rarely exposed within the basin with quaternary material covering almost the entire land surface. Drumlins, Eskers and other glacial landforms dominate the landscape. These features generally show a north-easternly orientation.

 7-3(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

7.2Local Geology

 

The Projects are located within two domains: Clearwater and Lloyd. The Clearwater Domain divides the Lloyd Domain, which was previously known as the Western Granulite and the Firebag domains. The divisions of the Lloyd Domain are situated to the east and west of the Clearwater Domain, respectively. The Clearwater Domain is not well defined due to limited surface exposure and defined mainly by an aeromagnetic high superimposed over the Lloyd Domain. Drilling suggests the domain consists primarily of equigranular granite, porphyritic granite, and felsic to intermediate gneiss. This domain represents a mobile zone with middle amphibolite facies metamorphic conditions, where Hudson age tectonic and metamorphic events are probable (Lewry & Sibbald, 1980). This domain provides good source rocks for uranium and are believed to be intrusive in origin (Figure 7-2).

 

The Lloyd Domain to the west of the Clearwater Domain consists primarily of Proterozoic age (Card et. al. 2007) series of granulite facies metamorphic grade granodioritic, granitic, gabbroic, and layered and blue quartz bearing gneisses. Smaller amounts of anorthosite, quartzite and pelitc gneiss have been interpreted.

 

The Lloyd Domain lying to the east of the Clearwater Domain is older than the Clearwater and consists of an assemblage of cataclysmically deformed and retrogressively metamorphosed gneisses and granulite facies described in three major groups: granitic and granodioritic gneiss; quartz-sericite, chlorite gneiss; and garnetiferous pyroxene granulites.

 7-4(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 7-2:Local Geology Map

 

(MAP) 

 7-5(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

7.3Property Geology

 

The PLN, Minto and Broach properties are located along the southwestern edge of the Athabasca basin. The PLN and Broach properties lie across the Athabasca basin boundary. Minto is contained fully within the basin and lies 1.8 km from the basin boundary at its closest point. The properties lie mainly within the Lloyd Domain, but the Clearwater Domain may intersect the eastern portion of the Broach property. At PLN, the mineralization discovered in the JR zone is in a large graphite-rich fault zone within orthogneisses of the Lloyd domain.

 

All claims are covered by the Athabasca Group sandstones lying unconformably on crystalline basement. The Minto property is fully within the basin whereas the PLN and Broach properties lie along the basin boundary. The Smart Lake, Manitou Falls and Lazenby Lake Formations of the Athabasca Group cover much of the PLN, Broach and Minto properties. The formations range in thickness from 0 m at the basin boundary along the southern end of the PLN and Broach claims to greater than 650 m in the northern portions of the Minto property (Figure 7-3).

 

7.3.1Smart Lake Formation

 

The Smart Lake formation is a uniform, fine to coarse quartz arenite with horizontal bedding and sparce isolated pebbles increasing in abundance in the down hole direction. This formation is thought to lie unconformably on the crystalline basement in the northern portions of the Minto Property

 

7.3.2Manitou Falls Formation

 

The Manitou Falls Formation is the most widespread sandstone unit located across the properties. In many areas, especially within the PLN and Broach properties, this geological unit lies unconformably on the crystalline basement. The Manitou Falls Formation also lies unconformably on the Smart Lake Formation where Smart Lake is present. The Manitou Falls Formation consists of sandstones and pebbly sandstone and occasionally, thin well laminated fine sand to mudstone beds. Most of the sandstone intersected in drilling on the properties is interpreted to be from the Manitou Falls Formation.

 

7.3.3Lazenby Lake Formation

 

When present, the Lazenby Lake Formation sits unconformably above the Manitou Falls Formation and is characterized by a moderately sorted, fine-coarse pebbly sandstone with a thin basal conglomerate (Ramaekers et al., 2007). Although this formation is interpreted to lie over parts of the PLN, Minto and Broach properties it has been difficult to distinguish in drill core.

 

7.3.4Quaternary Geology

 

Quaternary overburden covers all the properties. Drilling indicates overburden depths range from approximately seven metres in the center of the Minto property to over 100 m in the southern sections of the PLN and Broach Lake properties. Overburden has been reworked by glaciation leaving drumlins, eskers, and moraines on the properties. Overburden consists mainly of arenite with larger boulders and till.

 7-6(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 7-3:Property Geology Map

 

(MAP) 

 7-7(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

7.4Mineralization

 

Appreciable high-grade mineralization is known to occur on the PLN Property in a zone which has been named the JR zone. Currently, the JR zone has been defined by 52 drill holes.

 

Uranium mineralization of the JR zone is hosted within metamorphosed basement lithologies within a large-scale, deep-rooted fault-system referred to as the A1 conductor Main shear zone (MSZ) that dips toward the southwest. The A1 EM conductor, located at the western edge of the PLN property, extends for roughly 2.65 km, and trends NW-SE. The geological analogue of the EM conductor is termed the A1 main shear zone; it is a reverse fault system comprised primarily of brittle and ductile deformed graphitic-and sulfide-rich gneisses and granitoids. Mineralization has been intersected along a strike extent of approximately 165 m between grid line 030N to 135S. The widest mineralized interval to date was observed in hole PLN23-068 with 18.0 m (230.5 m to 248.5 m), averaging 8.8% U3O8 including 4.5 m (235.0 m to 239.5 m) averaging 30.1% U3O8 ( Figure 7-4). Shallow drilling angles allow for nearly perpendicular testing of the A1 shear zone. The upper extent of the mineralized zone is approximately 200 m vertically below surface, beneath approximately 120 m of till overburden and 60 m of Athabasca sandstone.

 

The location of mineralization within the main shear zone is variable; although generally hosted near the footwall side of the deformation zone, this is not always the case and varies along strike. Within high grade mineralization, alteration is intense and often replaces or overprints the primary mineralogy of the host rock with only a weakly defined remnant texture remaining. Around and within the main shear zone at JR the dominant alteration styles are bleaching, clay, chlorite, and abundant fine-grained sericite Brick-red hematite is primarily observed within the hanging wall above the main shear zone, but discrete sections of hematite alteration can are observed within the shear zone occasionally along with lesser common limonite. Graphite and sulfides are still observed locally either separately or together, usually near lower grade areas of the JR zone.

 

The basement shear zone hosted mineralization on the PLN Property occurs in a variety of styles including fine-grained disseminated veins, nodular or blebs, as well as massive to semi-massive high-grade pitchblende. The high-grade sections are often associated with strong clay alteration and in some cases extreme bleaching displaying a “wormy” texture with a strong contrast between the jet-black pitchblende and bone white colored clays. High-grade semi-massive sections have been recorded with up to 4.5 m wide at PLN23-068 (235.0 m to 239.5 m) averaging 30.1% U3O8. Grades with massive and semi-massive sections are also very strong and highlighted at PLN22-035 with 1.0 m (263.0 m to 264.0 m) averaging 59.2% U3O8. At the time of this technical report, no mineralization has been intersected within the overlying Athabasca Sandstone or at the Athabasca unconformity, although basement mineralization is near the Unconformity. Mineralization has been observed as close as eight metres to the unconformity in hole PLN23-068. The Athabasca sandstone above the JR zone is heavily altered and often very fractured or unconsolidated and poor recovery is common. The sandstone commonly displays dark brown sulfide staining, strong silicification, dissolution and clay alteration. Based on portable infrared mineral analyzer (PIMA) analysis the dominant clay species above the JR zone is primarily Kaolinite. Approaching the unconformity, strong boron anomalies are commonly observed.

 7-8(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 7-4:PLN Cross Section

 

(MAP) 

 7-9(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

8.0Deposit Types

 

The JR Zone is an example of a basement-hosted, structurally controlled uranium prospect. It was discovered by F3 Uranium during the fall 2022 drilling program on the PLN Property. It was associated with off-scale radioactivity (>65,535 cps) within the A1 main shear zone and is associated with massive pitchblende mineralization. Since the initial discovery, follow-up drilling has expanded the JR Zone along strike and up-dip toward the Athabasca unconformity. This indicates a close association of the JR Zone with the Athabasca Group unconformity. The geological setting encountered during drilling showed structural complexity like that of the primary conductor at Fission Uranium’s PLS project which is interpreted as a basement-hosted, structurally controlled, high-grade Athabasca unconformity-type uranium deposit (Bingham and Leqault, 2018).

 

The unconformity between the Athabasca Group sediments and the underlying basement rocks is a favorable setting for uranium deposits. The JR zone is a mineralized zone that occurs within the basement rocks, close to the unconformity. Drill planning continues to test the basement hosted uranium mineralization but also aims to explore the potential for uranium enrichment at or above the unconformity in the overlying sandstone layer.

 

Uranium deposits have been identified in various regions of Saskatchewan and Alberta, specifically at, above, and beneath the unconformity of the Athabasca Group. The uranium mineralization can be found deep within the basement or elevated up to 100 m in the sandstone (Zenghua et al., 2017). At Fission Uranium’s PLS property located to the southeast of PLN, Minto, and Broach properties, uranium has been detected in minor quantities in the overlying Devonian sediments and discovered in the basement at depths ranging from immediately at or just below the unconformity to 400 m beneath it (Ghaffari et al., 2023). Uranium typically manifests as uraninite/pitchblende, forming veins and semi-massive to massive replacement bodies. Most often, mineralization is spatially linked with steeply inclined, graphitic basement structures that have extended into the sandstones and displaced the unconformity during successive reactivation events. These structures are believed to represent significant fluid pathways as well as chemical/structural traps for mineralization over geological time. The reactivation events likely introduced additional uranium into mineralized zones and facilitated remobilization (Johnstone et al., 2021).

 

Uranium deposits associated with unconformities are typically found in the form of pods, veins, and semi-massive replacements, primarily composed of pitchblende, near the basal unconformities, particularly those between Proterozoic conglomeratic sandstone basins and metamorphosed basement rocks (Jefferson et al., 2007). These prospective basins in Canada are filled with thin, relatively flat-lying, and pervasively altered Proterozoic conglomerate, sandstone, and mudstone (Jefferson et al., 2007). The basement gneiss was intensely weathered and deeply eroded, with variably preserved thicknesses of reddened, clay-altered, hematitic regolith grading down through a green chloritic zone into fresh rock. The basement rocks typically comprise highly metamorphosed interleaved Archean to Paleoproterozoic granitoid and supracrustal gneiss including graphitic metapelite that hosts many of the uranium deposits. The U-Pb isochron ages on pitchblende range from 1,600 Ma to 1,350 Ma. Mines consist of various proportions of two styles of mineralization: monometallic pitchblende that fills veins, breccia fillings, and replacements in fault zones; and polymetallic replacement pitchblende that forms lenses just above or straddling the unconformity.

 

Reactivated basement faults and two distinct hydrothermal fluids characterize the Athabasca unconformity-type uranium deposit model. These faults, which are typically rooted in basement graphitic gneiss, exhibit brittle reactivation that extends upward through the overlying sandstones, providing a conduit for the mineralizing system. One of the essential fluids is reducing in nature, originating from the basement and channeled along basement faults (Alexandre et al., 2005).

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Two primary types of deposits have been identified within this model: sandstone-hosted egress-type and basement-hosted ingress-type (Quirt, 2003). The former, exemplified by Midwest A, involves the mixing of oxidized sandstone brine with relatively reduced fluids emanating from the basement into the sandstone. The latter, represented by deposits like Triple R and Rabbit Lake, are formed by fluid-rock reactions between oxidizing sandstone brine entering basement fault zones and the wall rock. Both types of mineralization occur at sites where a spatially stable redox gradient/front is present due to the interaction of basement-sandstone fluid.

 

While these deposits can be high-grade, with uranium concentrations ranging from a few percent to 20% U3O8, they are not physically extensive. They typically span 100 m to 150 m in length and a few metres to 30 m in width and/or thickness (Jefferson et al., 2007). Egress-type deposits are often polymetallic (U-Ni-Co-Cu-As) and generally trace the path of the underlying graphitic gneisses and associated faults along the unconformity (Jefferson et al., 2007). In contrast, ingress-type deposits, which are essentially monomineralic uranium deposits, can exhibit more irregular geometry (Jefferson et al., 2007).

 

Uranium deposits of the unconformity-type are characterized by extensive alteration halos. These halos are relatively confined in the basement but expand significantly as they ascend into the Athabasca Group, extending tens to over a hundred metres above the unconformity. The presence of hydrothermal alteration is indicated by various markers such as chloritization, tourmalinization (indicated by high boron and dravite), multiple instances of hematization, illitization, silicification/de-silicification, and dolomitization (Jefferson et al., 2007; Hoeve, 1984; Hoeve and Quirt, 1987).

 

Figure 8-1 illustrates various models for unconformity-type uranium deposits of the Athabasca Basin.

 8-2(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 8-1:Illustrations of Various Models for Unconformity Type Deposits of the Athabasca Basin

 

(MAP) 

 8-3(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

9.0Exploration

 

In August 2018, a MobileMT airborne geophysical survey was conducted by Expert Geophysics as a test in the area of the ‘N’ VTEM conductor northwest of Minto Lake. The single test line was flown for nine kilometres in a northeast direction.

 

During December 2021 to January 2022, a Small Moving Loop Electromagnetic Survey (MLTEM) and a Pole-Dipole DC Resistivity Survey (DCRES) were carried out in the Broach Lake area by Discovery International Geophysics Inc. to define drill targets on the ground. A total of 12.9 km of MLTEM and 16.0 km of DCRES data was collected. Modeling and inversion of the datasets provided drill target locations.

 

During May to June 2022, further MLTEM and DCRES surveys were carried out by Discovery International Geophysics Inc., in the area of the A1 conductor (G4 grid) southwest of Harrison Lake. A total of 4.9 km of MLTEM and 13.95 km of DCRES data was collected. Modeling and inversion of the datasets provided drill target locations.

 

In June 2023 Rekon Solutions Inc. was contracted to complete a drone-supported Lidar survey to obtain high resolution elevation data covering an area of 983.8 ha in the A1 conductor (G4 grid) area.

 

In August 2023, Expert Geophysics Ltd. was commissioned to complete a helicopter borne MobileMT electromagnetic and magnetic survey over the A1 and PLN survey blocks. The purpose was to map bedrock structure and lithology including possible alteration and mineralization zones. A total of 2,281 line-km was flown within two blocks.

 

Table 9-1 lists the exploration programs conducted by F3.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Table 9-1:Summary of Exploration at PLN Conducted by F3 Uranium

  

 

 

Year

 

 

Company

 

 

Exploration Work

 

 

Area

Property
(PLN,
Broach,
Minto)

 

 

Work Performed

 

 

Contractor

 

 

Comments

2018
(Aug)

Fission 3.0

 

Airborne MobileMT Test Survey

N’ conductor area

 

Minto

 

One test survey line 9 km in length Expert Geophysics Test viability of Air MobileMT (MagnetoTellurics) for deep resistivity targets

2021-2022
(Dec-Jan)

Fission 3.0

 

Small Moving Loop TEM

 

Broach Lake Grid

Broach

 

12.9 line-km

 

Discovery Int’l Geophysics Ground definition of airborne electromagnetic conductors

2022
(May-Jun)

Fission 3.0 Small Moving Loop TEM G4 (A1) Grid PLN 4.9 line-km Discovery Int’l Geophysics Ground definition of airborne electromagnetic conductors

2021-2022
(Dec-Jan)

Fission 3.0

 

DC Resistivity pole-dipole

Broach Lake Grid

 

Broach

 

16.0 line-km

 

Discovery Int’l Geophysics

 

Attempt to define low resisitivity alteration zones associated with electromagnetic conductors

2022
(Jan and Jun)

 

Fission 3.0

DC Resistivity pole-dipole

G4 (A1) Grid 

PLN

 

13.95 line-km

 

Discovery Int’l Geophysics

Attempt to define low resisitivity alteration zones associated with electromagnetic conductors

2023
(Jun)

 

F3 Uranium Corp. Airborne (drone) Lidar G4 grid - A1 conductor PLN 983.8 hectares Rekon Solutions Inc. Obtain high resolution elevation data

2023
(August)

 

F3 Uranium Corp.

 

Airborne MobileMT Electromagnetic/Magnetic Survey

A1 and PLN Blocks

 

All

 

2,281 line-km

Expert Geophysics Ltd. Map bedrock structure and lithology including possible alteration and mineralization zones

 9-2(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

10.0Drilling

 

Diamond drilling on the Properties is the principal method of exploration and delineation of uranium mineralization after initial targeting using geophysical surveys. Drilling can generally be conducted year-round on the Properties.

 

To date, F3 Uranium and its predecessor companies have drilled a total of 143 drill holes totaling 49,945 m of drilling (Table 10-1, Figure 10-1 ). Table 10-2 lists a summary of the significant uranium mineralization intercepts encountered to date.

 

The following subsections provide descriptions of drilling completed on the Properties from 2008 to date. During the 2013 exploration program, the 2008 drill hole locations were re-surveyed. SLR is not aware of any drilling, sampling, or recovery factors that could materially impact the accuracy and reliability of the results.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Table 10-1: PLN Project Drill Hole Summary

 

Year Program Target Status Number of Drill Holes Total Depth Drilled (m)
Unknown Unknown PLN Completed 6 2,690
1978 CLU 1978 PLN Completed 1 87
1979 CLU 1979 Broach Completed 4 671
ML-79 Minto Completed 2 918
1979 Total       6 1,589
1981 ML-81 Minto Completed 1 685
2006 W2006 Broach Completed 1 307
2007 W2007 Broach Completed 1 298
PLN Completed 3 805
2007 Total       4 1,103
2008 W2008 Broach Completed 1 455
PLN Abandoned 8 576
Completed 5 1,666
Minto Abandoned 1 100
2008 Total       15 2,796
2014 W2014 PLN Completed 5 1,729
S2014 PLN Completed 5 1,627
Minto Completed 1 500
2014 Total       11 3,856
2019 W2019 PLN Abandoned 2 264
Completed 6 1,787
2019 Total       8 2,051
2022 W2022 Broach Completed 3 1,597
JR Zone Abandoned 1 131
Completed 3 1,288
Minto Completed 1 1,157
F2022 JR Zone Completed 8 3,223
2022 Total       16 7,396
2023 W2023 JR Zone Completed 21 7,575
S2023 JR Zone Completed 38 13,542
F2023 PLN Completed 15 6,267
2023 Total       74 27,384
Grand Total       143 49,945

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Table 10-2: PLN Property Significant Drill Hole Intercepts

 

Collar Information Assay Results  
Hole ID Grid
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Top Elev
(m)
Base Elev
(m)
Wt %
U3O8
GT
PLN22-0351 00N 587657.3 6410712 545.3 52.4 -52 260.0 265.5 5.5 285.3 279.8 18.600 102.3
incl. 263.0 264.0 1.0 282.3 281.3 58.200 58.2
PLN22-038 00N 587684.2 6410733.5 545.2 54 -56.76 244.0 248.5 4.5 301.5 297.0 9.800 44.1
incl. 245.5 247.0 1.5 300.0 298.5 22.900 34.4
PLN22-040 15S 587666.3 6410699.4 544.7 53 -52.4 261.0 264.5 3.5 -261.0 280.2 8.000 28.0
incl. 261.0 263.0 2.0 -261.0 -263.0 11.000 22.0
PLN23-048 030S 587695.2 6410701.5 545.1 54.5 -57.8 249.0 253.0 4.0 -249.0 -253.0 17.300 69.2
PLN23-050 045S 587703.9 6410690.8 545.1 53.7 -59.2 252.0 256.0 4.0 293.4 289.4 7.200 28.8
incl. 255.0 255.5 0.5 290.4 289.9 20.100 10.1
PLN23-052 060S 587715.4 6410680.8 545.1 54 -61.4 253.0 254.5 1.5 -253.0 -254.5 12.700 19.1
incl. 254.0 254.5 0.5 -254.0 -254.5 22.200 11.1
PLN23-053 030S 587697.8 6410700.7 545.1 54.5 -60.7 251.0 253.5 2.5 293.7 291.2 6.390 16.0
incl. 251.5 252.5 1.0 293.2 292.2 11.500 11.5
PLN23-060 060S 587728.7 6410689.6 545 54.8 -62.2 243.0 248.0 5.0 -243.0 -248.0 26.700 133.5
incl. 244.0 247.5 3.5 -244.0 -247.5 37.100 129.9
and 244.0 245.0 1.0 -244.0 -245.0 57.600 57.6
PLN23-061 075S 587720 6410666.7 545.5 54.6 -56.6 251.0 254.0 3.0 -251.0 -254.0 16.100 48.3
PLN23-062 090S 587732.4 6410655.3 544.7 54.7 -57.7 246.5 247.5 1.0 -246.5 -247.5 15.000 15.0
PLN23-068 060S 587737 6410695.5 545.5 54.2 -58.9 233.5 245.0 11.5 -233.5 -245.0 13.700 157.6
incl. 235.0 239.5 4.5 -235.0 -239.5 30.100 135.5
PLN23-073 060S 587754.6 6410708.7 545.6 54.2 -60.3 225.0 226.0 1.0 -225.0 -226.0 17.200 17.2
PLN23-079 045S 587731.1 6410710.1 545.3 54.9 -61.1 235.5 239.5 4.0 309.4 305.4 29.300 117.2
incl. 235.5 238.0 2.5 309.4 306.9 38.800 97.0
PLN23-086 045S 587742.2 6410718.2 545.2 -60.4 55.4 232.0 234.0 2.0 -232.0 -234.0 20.550 41.1
incl. 232.5 233.0 0.5 -232.5 -233.0 35.700 17.9
PLN23-090 120S 587828 6410594.8 545.5 -60.5 13.6 239.0 241.5 2.5 306.5 304.0 4.330 10.8
PLN23-097 045S 587755.1 6410727.5 545.4 -59.8 55.7 215.5 220.0 4.5 -215.5 -220.0 3.520 15.8

 

Note:

 

1.Discovery Hole

 10-3(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 10-1: Drill Hole Location Map

 

(MAP)

 10-4(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

10.1Patterson Lake North Project

 

10.1.12008 Drilling

 

Between February 6 and April 15, 2008, Fission contracted Peak Drilling Ltd. of Courtenay, British Columbia, to conduct drilling operations over the PLN Property. In total, 15 drill holes were attempted, of which six holes totaling 2,121 m were completed. All holes were drilled vertically. As they were reconnaissance-scale holes, downhole deviation surveys were performed on only three drill holes due to technical problems with the tool and only minor deviation from vertical is assumed for the remaining completed holes. Nine holes had to be abandoned due to difficult overburden drilling conditions and thicknesses similar to the experiences in the 2006 and 2007 exploration programs. A downhole gamma survey was completed on three holes.

 

10.1.22014 Winter Drilling

 

A drilling program consisting of five land- and ice-based diamond drill holes totaling 1,729.0 m was conducted from January 14 to February 9, 2014, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling targeted electromagnetic conductors identified by ground electromagnetic surveys.

 

The A1 EM conductor was defined over 1.2 km in strike-length and its associated structure was successfully intercepted with four drill holes (PLN14-010, 011, 012, and 013). The structure, a mylonitic graphitic and sulphide rich pelitic gneiss, is geologically analogous to the PL3B conductor at Fission Uranium’s adjacent Patterson Lake South (PLS) project, along which high- grade uranium mineralization continues to be intercepted.

 

Drill holes PLN14-015/A were designed to test the B1 conductor along an inferred structure offsetting the A1 and B1 conductors. Due to the significant depth of Harrison Lake and challenging underlying overburden conditions the hole was lost during two attempts without reaching bedrock after casing to depths of 92.0 m and 116.0 m.

 

Pathfinder geochemistry indicated increased prospectivity along strike to the north and away from the southern terminus of the A1 ground EM conductor, where future drill programs will further test the A1 conductor.

 

The A3 EM conductor was drill-tested with one drill hole (PLN14-014); no graphitic or sulfidic lithologies to adequately explain the conductor was intercepted. Clay alteration near the top of the hole, although hosted within a non-prospective lithology, may indicate that the conductor was overshot. Re-visiting this target could be considered for future programs but does not represent an immediate priority due to the weak properties of the EM conductor in terms of conductivity thickness and overall length.

 

10.1.32014 Summer Drilling

 

A diamond drill program consisting of six land-based holes totaling 2,127 m was conducted from June 15 to July 16, 2014, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling followed-up prospective lithologies, structures and alteration as intersected during the Winter 2014 drill program and on electromagnetic conductors identified by ground electromagnetic surveys. Specifically, the drilling was mainly focused on further exploring and testing the A1 conductor that had been defined in the winter of 2014.

 

Five inclined drill holes (PLN14-016, PLN14-017, PLN14-018, PLN14-019 and PLN14-020) further testing the A1 conductor along 750 m of strike were completed to planned depths.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

PLN14-017 and PLN14-019 both intersected radioactivity greater than 300 cps as measured on the GR-110 handheld scintillometer.

 

PLN14-019 intersected significant radioactivity which was confirmed by geochemical analysis and returned 397 ppm Uranium (or 0.047% U3O8) over 0.5 m within a broader six metre interval from 193.0 m to 199.0 m averaging 105 ppm Uranium (or 0.012% U3O8). Additionally, highly anomalous uranium concentrations (35 ppm) were found within the Athabasca Sandstone from 118.0 m -118.5 m.

 

The A4 conductor, as defined by a ground TDEM survey, was carried out in January 2014 and was successfully drill tested with one vertical hole (PLN14-021). However, no anomalous radioactivity was intersected.

 

10.1.42019 Winter Drilling

 

A diamond drill program consisting of eight land-based holes totaling 2,051 m (including two drill holes lost due to bad ground conditions) was conducted from January 4 to February 6, 2019, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling followed up prospective lithologies, structures and alteration but was primarily aimed to follow up results from historic drill hole PLN14-019 (6.0 m at 0.012 U3O8).

 

All six follow up drill holes failed to intersect significant anomalous radioactivity. Somewhat encouraging were the presence of millimeter scale black uranium flecks, presumably pitchblende, which correlated to slightly elevated radioactivity in PLN19-023B. At the end of the winter 2019 program the A1 conductor has been tested over 2.0 kilometers of strike length. Approximately 700 m of strike length remained within the PLN property boundaries. Due to the presence of anomalous uranium values including visible pitchblende mineralization and associated alteration, the systematic drill testing of the remaining 700 m of conductor strike was warranted and recommended.

 

10.1.52022 Winter Drilling

 

A diamond drill program consisting of eight land-based holes totaling 4,172 m (including two drill holes lost and restarted due to bad ground conditions) was conducted from January 13 to March 23, 2022, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling was aimed to test new conductors identified by historical ground geophysical work done in the N Conductor area as well as new geophysical work at Broach Lake done in 2021 that has been described in section 7.1 of this report.

 

Seven of the eight holes targeted the Broach Lake Conductor (Broach), and one targeted the N Conductor (Minto). PLN22-029 was an angled hole aiming to define the N conductor. Notable results include 1050 ppm - 1780 ppm boron from 560 m - 605 m. Additionally, the hole intersected anomalous radioactivity from 773.1 m -777.1 m, with an average of 19 ppm U Td.

 

Anomalous boron was intersected in holes at Broach Lake, the most notable was in hole PLN22-033, which detected 1510 ppm from 217.7 m - 218.2 m, in unconsolidated, altered sandstone.

 

10.1.62022 Fall Drilling

 

A diamond drill program consisting of eight land-based holes totaling 3,223 m was conducted from November 10 to December 11, 2022, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of Fission 3.0 Corp. Drilling was aimed to further test the A1 conductor along strike based on updated geophysical models developed from new geophysics done in the areas since drilling in 2019 and to follow up on historic drilling of the A1 conductor. To overcome the challenges of casing overburden faced by previous drill programs, a sonic drill was employed to enable shallow angled holes. PLN22-034, PLN22-036 and PLN23-037 were all successful in intersecting the A1 conductor, and geochemistry indicated elevated base metals in the shear zone as well as elevated Boron in some samples, but no anomalous radioactivity was detected.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

PLN22-035 (JR zone Discovery Hole) was an angled hole aimed to test the northwest extent of the A1 conductor at the same elevation of the anomalous radioactivity and elevated uranium observed in PLN14-019. The drill hole intersected broken dark brown sandstone with poor recovery and variable silicified fractures and dissolution. The unconformity at 227 m was unconsolidated and very friable and the top of basement was heavily hematite altered with patchy silicification and minor bleaching. At approximately 242.0 m, the rocks display evidence of shearing and started to become strongly bleached and clay altered. The A1 main shear zone was intersected from 252.0 m - 289.2 m where the basement is very broken-up and intensely altered including variable bleaching, clay, silicification and chlorite alteration as well as pervasive sericite alteration. Strongly anomalous radioactivity was recorded including a maximum of off scale radioactivity (>65,535 cps on the RS-125 Spec) in a zone of massive black pitchblende. Geochemical assays indicated the following:

 

15.0 m at 6.97% U3O8 (257.5 m - 272.5 m), including:

 

5.5 m at 18.6% U3O8 (260.0 m - 265.5 m), further including:

 

1.0 m at 59.2% U3O8 (263.0 m - 264.0 m)

 

Following the high-grade discovery at PLN22-035, holes PLN22-038, PLN22-039, PLN22-040, PLN22-041 were prioritized to further test the zone. All follow up holes intersected the A1 shear zone and further high-grade mineralization. The new discovery is named the JR zone. A mine grid was established perpendicular to the strike of the A1 EM conductor with PLN22-035 on line zero. From there, the grid extends in 15 m increments grid north and grid south; subsequent references to grid lines reference the distance in meters north or south along the grid from the discovery drill hole.

 

10.1.72023 Winter Drilling

 

A diamond drill program consisting of twenty-one land-based holes totaling 7,575 m was conducted from January 8 to March 23, 2023, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of F3 Uranium. Drilling was aimed to further test the newly discovered JR zone that was intersected in the Fall 2022 program.

 

Drilling focused on expanding the JR zone along strike and up-dip toward the unconformity. The JR zone was successfully expanded to 105 m in length. Drilling highlights include PLN23-060 which intersected 14.5 m of mineralization at 9.4% U3O8. The intercept included 2.5 m of massive pitchblende assaying a 45.6% U3O8. PLN23-048 returned 13.5 m of mineralization at 5.3% U3O8. The zone remained open in all directions with follow up drilling planned for summer 2023.

 

10.1.82023 Summer Drilling

 

A diamond drill program consisting of thirty-eight land-based holes totaling 13,542 m was conducted from June 9 to September 11, 2023, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of F3 Uranium. The main objective was to further test and expand the JR zone as well as continue to explore along the A1 conductor and test the parallel B1 conductor that was previously only defined by geophysics. Drilling expanded the JR zone approximately 156 m along strike and also in an up-dip direction as close as eight metres to the Athabasca Unconformity. Drilling highlights from summer 2023 include hole PLN23-068, which intersected 19 m of mineralization from 228.0 m -247.0 m including six meters of off-scale radioactivity.

 10-7(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

In addition to expanding the JR zone, multiple holes were planned to test along the A1 conductor along strike roughly 2,600 m to the southeast. In nearly all cases, the A1 shear zone was successfully intersected but no anomalous radioactivity was detected.

 

The program also targeted a modeled EM conductor that runs parallel to the A1, named the B1 conductor. This conductor was successfully intersected with hole PLN23-078 on line 2640S. The conductor was defined with graphite-rich laminations and common sulfides distributed throughout. Additional smaller parallel shear zones were also intersected and accompanied by weak clay alteration, graphite-rich gouge and sulfides.

 

Following the intersection of the B1 conductor, a follow-up hole, PLN22-093 was planned to test the conductor on line 3450S. Athabasca Sandstone recovery was extremely poor due to unconsolidated sand and sandstone dissolution. Large-scale sandstone dissolution is interpreted to be indicative of intense alteration above the projected B1 shear zone. The Athabasca Unconformity was intersected deeper than expected. The top of basement exhibited strong clay alteration with varying bleaching and hematite alteration and clay and sericite rich shear zones. No anomalous radiation was detected, and the hole was terminated at 578.0 m. Reinterpretation using the actual unconformity depth indicates that the hole was approximately 100 m up-dip of the B1 Main Shear projection to the unconformity.

 

PLN23-095 targeted the top of the A1 main shear zone and the B1 shear zone at depth, on line 2610S. The A1 main shear zone was intersected and consisted of clay altered and weakly graphitic rock with numerous smaller clay-rich faults. The B1 main shear zone, where intersected, is graphite-rich and broken with some clay faults followed by additional stacked shear zones over a 50 m wide interval. Anomalous radioactivity of 300 cps was recorded, which was the first anomalous radioactivity recorded in association with B1 shear zone complex.

 

10.1.92023 Fall Drilling

 

A diamond drill program consisting of 15 land-based holes totaling 6,267 m was conducted from September 12 to December 10, 2023, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of F3 Uranium. The purpose of the 2023 fall drilling was to 1) continue to expand uranium mineralization at the JR Zone and 2) follow up on the 2023 summer drilling results along the A1 and B1 conductors. Assay results of this drilling are currently in progress and are not yet available for review. Highlights of the 2023 fall drilling include:

 

PLN23-101 in the JR Zone intersected mineralization over a 10.50 m interval, including 1.42 m of high grade (>10,000 cps), of which 0.50 m was up to 54,400 cps radioactivity between 228.50 m and 229.00 m, extending mineralization up dip on line 015S from PLN23-044

 

PLN23-102, located 3.4 km south of the JR Zone, is the second hole to intersect anomalous radioactivity along the recently discovered and highly prospective B1 Shear Zone (B1). A handheld spectrometer measured 1,000 cps at a depth of 411 m. Hole PLN23-102 was drilled 840 m along strike to the south of PLN23-095 which was the first hole to encounter anomalous radioactivity at B1. The B1 conductor is parallel to the A1 Main Shear Zone, which hosts the JR Zone.

 10-8(GRAPHIC)

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Holes PLN23-102, 105, and 107 had abundant core loss in the overlying sandstone, which is interpreted to be due to the dissolution of sandstone. In contrast, hole PLN23-111 had improved sandstone recovery. This included more than 80 m of intense brecciation, faulting, local silicification, and clay alteration within the sandstone, along with significant dravite near the unconformity. Additionally, the drill hole intersected 13.6 m of a graphitic and clay-altered shear zone located approximately 90 m below the unconformity.

 

The southern end of the A1 trend features significant vertical displacement; drill holes PLN23-078 and PLN23-095 (section line 2640S) were cored into bedrock with no Athabasca Sandstone present. Drill holes located grid south, including PLN23-115 and PLN23-111, have approximately 230 m of sandstone cover; this indicates the presence of a vertically offsetting and likely cross-cutting structure.

 

10.2Drilling Methodology and Procedures

 

Drilling at the Project was completed using diamond coring method using a Zinex A5 diamond drill rig. A Boart Longyear LS 600 sonic drill rig began casing the overburden in the fall of 2022 using large-diameter sonic casing to penetrate through quaternary sediments and installing smaller sized casing. Once casing was set, the sonic rig was moved off collar. The diamond drill was then moved on, and regular coring commenced with NQ-sized drill steel, which has an inside diameter of 60.2 mm. In some cases, when the NQ was refused, it was reduced to BQ- sized drill steel with an inside diameter of 46.1 mm. This process continued until the completion of the hole. The procedures used through all drilling campaigns are well documented in standard operating procedures and manuals.

 

Drill holes are generally drilled on 15 m spaced sections, with 10 m to 15 m drill hole spacings. Before Fall of 2022, vertical and inclined drill holes were used to target the mineralization, although most holes are steeper than -70º. Starting with the fall program of 2022, the use of the sonic drill to set casing allowed for shallower drill holes up to -45º. Drilling was largely designed to intersect the mineralized zones at roughly true thickness.

 

All mineralized and non-mineralized holes within the vicinity of the JR Zone deposit had a Van Ruth cementing plug set 20 m to 30 m below the shear zone and cemented to the top. Starting at PLN23-091, holes were cemented from hole bottom. The top 30 m of all non-mineralized holes outside the deposit areas are cemented as per Saskatchewan Ministry of Environment regulations.

 

10.2.1Drill Hole Surveys

 

Holes were located on the mine grid, and collar sites were surveyed by differential GPS using NAD83 and UTM Zone 12. The collar locations were surveyed with a Trimble R10 RTK GPS system.

 

10.2.2Downhole Orientation Surveying

 

Prior to drilling a hole, the drill rig is aligned with a TN-14 Rig Aligner to ensure it is set to the correct azimuth and inclination. F3 Uranium has used the TN-14 Rig Aligner for all drill holes since 2019.

 

Prior to 2019, downhole surveys were completed with either a Reflex EZ-Shot, a Reflex Gyro instrument, or a combination thereof. The Reflex EZ-shot, a single point instrument, was used to obtain dip and azimuth measurements at specified intervals down the hole, with an initial test taken below the casing and a final test at the bottom of the hole. By Winter 2022, the Reflex EZ- shot was used for ongoing drill hole surveys, while the end of hole orientation survey was primarily done with the SPT GyroMaster.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

The SPT GyroMaster, a continuous multi-point instrument unaffected by magnetics, allows measurements to be made through drill rods. It was employed starting in the winter of 2019 and by the fall of 2022, all downhole orientation surveys were performed with this instrument.

 

10.2.3Downhole Radiometric Surveys

 

Exploration drilling for uranium is unique due to the radioactive nature of uranium. Probes that measure the decay products or “daughters” can be measured with a downhole gamma probe; this process is referred to as gamma logging.

 

All holes were systematically probed within the rods using a Mount Sopris 500 m (4MXA-1000) or 1,000 m (4MXC-1000) winch. Prior to 2022, the Matrix logging console, and either a 2PGA- 1000,2GHF-1000 or QL40-GRA (SN5484) total gamma count probe were utilized upon completion of the hole.

 

From 2022 to present, all unmineralized or weakly mineralized holes are surveyed using a single crystal (Sodium Iodide, or NaI) QL40-GRA natural gamma ray probe (SN5484).

 

The probes are calibrated by running them in test pits maintained by the Saskatchewan Research Council (SRC) facilities in Saskatoon, Saskatchewan. These test pits consist of four variably mineralized holes with maximum grades of 0.61%, 0.30%, 1.35%, and 4.15% uraninite.

 

Gamma probe logs were used internally to guide drilling and sampling. Only U3O8 chemical assays are reported for the JR zone mineralization.

 

10.2.4Drill Core Logging

 

Core recovery is generally very good, allowing for representative samples to be taken and accurate analyses to be performed.

 

The drill core is placed sequentially in wooden core boxes at the drill by the drillers. Twice daily, the core boxes are transported by F3 Uranium personnel to the core logging and sampling facility where depth markers are checked, and the core is carefully reconstructed as needed. The core is logged geotechnically on a run-by-run basis including the number of naturally occurring fractures, core recovery, rock quality designation (RQD), and range of radiometric counts per second. Prior to winter 2019 hand-held Exploranium GR-110 total count gamma-ray scintillometers were used to measure the radioactivity of the drill core. Starting in the winter 2019 drill program Radiation Solutions RS-121 Super Gamma-Ray Scintillometers were used. Drill holes PLN14-015 and PLN14-015A were not probed, surveyed, or logged as they failed to reach bedrock due to challenging overburden conditions. Starting in the Winter 2022 drill program, Radiation Solutions RS-125 Super-SPEC and RS-230 BDO Super-SPEC were used. By fall 2022, only a Radiation Solutions RS-125 Super-SPEC was used.

 

The core is descriptively logged utilizing a laptop computer by an F3 Uranium geologist paying particular attention to major and minor lithologies, alteration, structure, and mineralization. Logging and sampling information is entered into a spreadsheet-based template which is integrated into the Project digital database.

 

All drill core is photographed wet with a digital camera before splitting. Core boxes are marked with aluminum tags then stored.

 

10.2.5Drill Core Sampling

 

Geochemical analysis that is conducted on the drill core consists of systematic composite or representative sampling throughout the sandstone and basement column, targeted and detailed sampling within areas of alteration, structure and/or radiometric anomalies, and systematic shortwave infrared spectral analysis (i.e., PIMA). Details of this type of sampling are provided below.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

F3 Uranium sampling protocol calls for representative samples to be taken of both sandstone and basement lithologies. At least one representative sample of sandstone is taken when intersected. In thicker zones of sandstone (more than 10 m), representative samples are collected at 10 m intervals. Representative samples of basement lithologies consisting of 50 cm of split core (halved) are taken every 10 m within the basement, starting immediately in bedrock.

 

In addition to the representative samples, point samples are taken in both sandstone and basement lithologies in areas of interest including alteration and structural zones and areas of anomalous radioactivity. Beginning in Summer 2023, density measurements are taken every 20 m in the sandstone where possible.

 

All sandstone and basement intervals with handheld scintillometer readings greater than 300 cps, which indicate high levels of radioactivity, are continuously sampled with a series of 0.5 m split core samples.

 

In the SLR QP’s opinion, the logging and sampling procedures meet or exceed industry standards and are adequate for the purpose of future Mineral Resource estimation.

 

10.2.6Representative Sampling

 

F3 Uranium sampling protocols call for representative samples to be taken for both sandstone and basement lithologies. The samples are continuous 50 cm of split core taken every 10 m starting from the top of the sandstone and continuing to the end of the hole. In areas of significant mineralization, intense alteration or faults, representative samples are not collected, and instead selective samples are taken.

 

Prior to summer 2023, composite samples of the sandstone were collected. These samples consisted of five-centimeter-long sections of core taken every 1.5 m over a 10 m interval. In areas of intense alteration or above the unconformity, sample intervals are reduced to five metres.

 

10.2.6.1Selective Sampling

 

Selective samples are taken in basement and sandstone lithologies. Samples are taken from areas where interesting features related to structure, alteration and lithology exist. These samples are typically split core and are 50 cm long.

 

Structures can include any fault, fracture, broken or deformation zone within the core. Large structural zones or highly altered structures are often continuously sampled from top to bottom or at the discretion of a senior geologist.

 

Alteration refers to the chemical or physical changes in rocks caused by hydrothermal fluids or weathering. Discrete 0.5 m samples are taken in areas of increased alteration or changing alteration that could be of interest. In large areas of strong to intense alteration, evenly spaced 0.5 m split core samples are collected at the start of the alteration. The spacing of the samples varied with the width of the alteration zone as follows: one metre spacing for alteration zones less than or equal to five metres long, two metre spacing for alteration zones between five metre and 30 m long, and five metre spacing for alteration zones more than 30 m long.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Lithology is sampled at the geologist’s discretion; lithology sampling may be completed for a change in lithology, unknown lithologies, or lithologies that may be of interest, such as pegmatite sections or mafic intrusives.

 

10.2.6.2Mineralized Core Sampling

 

F3 Uranium deems a section of the core as significantly mineralized when the handheld spectrometers (RS-125) display a reading greater than 300 cps. Any zone greater than or equal to 300 cps is continuously sampled at 0.5 m intervals. A two-metre shoulder of continuous 0.5 m samples is collected before and after the first and last sample measuring over 300 cps. If there are two or more mineralized zones, continuous samples are taken if the distance between each of the last shoulder samples is less than 10 m. Additionally, within mineralized zones, standards, duplicates, and density sample frequency is increased as described below.

 

10.2.6.3Density Sampling

 

Density samples are taken in both mineralized and non-mineralized zones. In non-mineralized zones, density samples are taken every 20 m. Within mineralized zones density samples are included every two metres. For density analysis, a small (approximately five centimetre) piece of core is removed from within a 0.5 m sample and placed within a separate bag within the corresponding sample. Upon completion of the density analysis in the lab, the sample is returned to its original batch and further analyzed as needed along with the remaining sample.

 

10.2.6.4Insertion Rate

 

F3 inserts blanks, duplicates, and certified reference material (CRMs or standards) into the analytical stream. One blank and one duplicate are inserted in every hole. At least one standard, one blank and one duplicate are inserted into the sampling stream for each hole that is mineralized, and with holes with high-grade mineralization up to four uranium standards are inserted. Standards were sourced from the Government of Canada and included standards with a range of U3O8 percentages.

 

10.2.6.5Sampling for PIMA Clay Analysis

 

F3 Uranium took samples from the sandstone column, and these were sent to Rekasa Rocks Inc. to identify clay alteration species. Throughout the sandstone section, a two-centimetre to three-centimetre sample of core is collected every five metres. Near the unconformity, the sample interval width is reduced as needed. PIMA samples are also collected as required throughout the altered basement rocks, normally at five-metre intervals.

 

10.2.7Drill Core Storage

 

Until August 2022, core from the drilling programs was stored at the Big Bear Lodge on Grygar Lake; since August 2022, all the core has been stored at a purpose-built storage facility located on the PLN Property.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

11.0Sample Preparation, Analyses, and Security

 

This section references the standard operating procedure (SOP) for Drill Hole Sampling Protocols for Core Drilling at the Project by F3 Uranium. The following sections contained in this Technical Report have been derived, and in some instances extracted, from documentation and standard operating procedures (SOP) supplied to SLR by F3 Uranium for review and audit.

 

Drill core from the Project was logged, marked for sampling, split, bagged, and sealed for shipment by F3 Uranium personnel at their secure, core-logging facility on the property. All samples for U3O8 assay were transported by land, in compliance with pertinent federal and provincial regulations, by Project personnel. The sample containers were transported directly to SRC Geoanalytical Laboratories in Saskatoon for sample preparation and analysis. The SRC laboratory is independent with ISO/IEC 17025: 2005 accreditation for the relevant procedures. The laboratory is licensed by the Canadian Nuclear Safety Commission (CNSC) for possession, transfer, import, export, use and storage of designated nuclear substances by CNSC Licence Number 01784-1-09.3. As such, the laboratory is closely monitored and inspected by the CNSC for compliance.

 

Analytical data results were sent electronically to F3 Uranium. These results were provided as a series of Adobe PDF files containing the official analytical results and a Microsoft Excel spreadsheet file containing only the analytical results. Upon receipt of the data, the electronic data was imported directly into the master drill hole database.

 

11.1Sample Preparation

 

All core samples, including Composite Geochemical, Split, and Point samples were prepared by SRC. The sample preparation procedure that SRC performed on all submitted samples is described below.

 

Upon reaching SRC, the samples are sorted based on their matrix types, either sandstone or basement rock, and their radioactivity level. The samples are then prepared and analyzed in this sequence.

 

Samples are prepared (dried, crushed, and ground) in distinct facilities for sandstone and basement samples to minimize the chance of cross-contamination. Any radioactive samples that produced more than 2,000 cps are crushed and ground in a separate facility licensed by the CNSC for radioactive sample preparation. These radioactive materials are stored in a CNSC-licensed concrete bunker until they can be safely transported to the preparation facility by certified personnel.

 

Sample drying is carried out at 75°C with the samples in their original bags in large, low temperature ovens. Upon drying, the samples are crushed to 60% and passed through a 2 mm steel jaw crusher. A 100 g to 200 g split is obtained from the crushed material using a riffle splitter. The split is ground to 90% and passed through 50 mesh using a chromium-steel puck-and-ring grinding mill for mineralized samples or a motorized agate mortar and pestle grinding mill for non-mineralized samples. The pulp is transferred to a clear plastic snap-top vial with the sample number labelled on the top.

 

The grinding mills are cleaned with steel wool and compressed air after each sample run. If the samples are clay rich, silica sand is ground between the samples.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Prior to geochemical analysis, sample material is digested into solution using several digestion methods:

 

A “total” three-acid digestion on a 250 mg aliquot of the sample pulp using a mixture of concentrated HF/HNO3/HClO4 acids to dissolve the pulp in a Teflon beaker over a hotplate; the residue, following drying, was dissolved in 15 mL of dilute ultrapure HNO3.

 

A “partial” acid digestion, on a two-gram aliquot of the sample pulp, digested using 2.25 mL of an eight-to-one ratio of ultrapure HNO3 and HCl for one hour at 95ºC in a hot water bath and then diluted to 15 mL using deionized water.

 

Another digestion method is a sodium peroxide fusion in which an aliquot of pulp is fused with a mixture of Na2O2 and NaCO3 in a muffle oven. The fused mixture is subsequently dissolved in deionised water. Boron is analyzed by inductively coupled plasma optical emission spectrometry on this solution.

 

When SRC processes a batch of samples, they consistently include a duplicate from the batch, along with one of their own QC standards. In line with their quality control measures, F3 Uranium adds a field duplicate for every drill hole they complete and includes one blank sample per drill hole. All samples are stored at SRC’s laboratory for a period of two years. The pulps are stored indoors, while rejects are kept outdoors, unless specific instructions dictate otherwise. At present, SLR does not possess information regarding the location of the pulps and rejects.

 

11.2Drill Core Geochemistry Analysis

 

All geochemistry core samples are analyzed by the ICP1 package offered by SRC, which includes 62 elements determined by inductively coupled plasma optical emission spectrometry (ICP-OES). All samples are also analyzed for boron using SRC’s ICP-OES Method. Analysis for uranium is conducted on mineralized samples using the ICP-OES Uranium Package in order to determine U3O8 wt%. For partial digestion analysis, samples are crushed to 60% passing -2 mm and a 100 g to 200 g sub-sample is split out using a riffler. The sub-sample is pulverized to 90% passing 106 µm using a standard puck and ring grinding mill. The sample is then transferred to a plastic snap top vial. An aliquot of pulp is digested in a mixture of HNO3:HCl in a hot water bath for an hour before being diluted by 15 mL of de-ionized water. The samples are then analyzed using a Perkin Elmer ICP-OES instrument (models DV5300 or DV8300). For total digestion analysis, an aliquot of pulp is digested to dryness in a hot block digester system using a mixture of concentrated HF:HNO3:HClO4. The residue is then dissolved in 15 mL of dilute HNO3 and analyzed using the same instrument(s) as above.

 

For boron analysis, an aliquot of pulp is fused in a mixture of NaO2/NaCO3 in a muffle oven. The fused melt is dissolved in de-ionized water and analyzed by ICP-OES.

 

11.3Drill Core PIMA Analysis

 

Core samples for clay analysis are sent to Rekasa Rocks Inc., a private facility in Saskatoon, for analysis on a PIMA spectrometer using short wave infrared spectroscopy. Samples are air or oven dried prior to analysis to remove any excess moisture. Reflective spectra for the various clay minerals present in the sample were compared to the spectral results from Athabasca samples for which the clay mineral proportions have been determined to obtain a semi- quantitative clay estimate for each sample.

 

11.4Soil Sample Analysis

 

Samples from the 2012 soil sampling program were submitted to SRC for analysis using the ICPMS1 package but with the partial digestion analysis replaced by aqua regia analysis. The ICPMS1 package is generally used to analyse unmineralized sandstones and has lower detection limits than the ICP-OES method. Total digestions are performed on an aliquot of sample pulp which is digested to dryness in a Teflon tube within a hot block digestion system using a mixture of concentrated HF:HNO3∙HClO4. The residue is then dissolved in dilute HNO3. For aqua regia, partial digestions are performed on an aliquot of sample for the requested elements by ICP-OES. An aliquot of pulp is digested in a test tube in a mixture of 3:1 HNO3:HCl, in a hot water bath and then diluted to 15 ml using de-ionized water.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

11.5Drill Core Bulk Density Analysis

 

Drill core samples collected for bulk density measurements are sent to SRC. Samples are first weighed as received and then submerged in de-ionized water and re-weighed. The samples are then dried until a constant weight is obtained. The sample is then coated with an impermeable layer of wax and weighed again while submersed in de-ionized water. Weights are entered into a database and the bulk density of each sample is calculated. Water temperature at the time of weighing is also recorded and used in the bulk density calculation.

 

11.6Quality Assurance and Quality Control

 

Quality assurance (QA) consists of evidence to demonstrate that the assay data has precision and accuracy within generally accepted limits for the sampling and analytical method(s) used in order to have confidence in a resource estimate. Quality control (QC) consists of procedures used to ensure that an adequate level of quality is maintained in the process of collecting, preparing, and assaying the exploration drilling samples. F3 Uranium’s QA/QC program at PLN includes the following components:

 

Determination of accuracy – achieved by regular insertion of standards or certified reference materials (CRM) of known grade and composition.

 

Determination of precision – achieved by regular insertion of duplicates for each stage of the process where a sample is taken or split.

 

Checks for contamination – by insertion of blanks.

 

The Project has a robust QA/QC process in place beginning in 2014. This includes the insertion of blanks, duplicates (field, coarse rejects, and pulps) throughout the period, and certified reference materials (CRM) into the assay sample stream sent to SRC. F3 Uranium is in the process of establishing an umpire laboratory verification assay samples process using the SGS laboratory (SGS), located in Lakefield, Ontario. A summary by type of the CRM, blanks, and duplicates inserted into the sample stream is presented in Table 11-1 while the frequency is summarized in Table 11-2.

 

Results from the QA/QC samples are continually tracked by F3 Uranium as certificates for each sample batch are received through 2023. If QA/QC samples of a sample batch pass within acceptable limits, the results of the sample batch are imported into the master database.

 

Results from the QA/QC program are documented in various reports by F3 Uranium. SLR relied on these reports in addition to independent verifications and review of QA/QC data. SLR considers the QA/QC protocols in place at PLN to be acceptable and in line with standard industry practice and is of the opinion that the resource database is suitable to estimate Mineral Resources for the PLN deposit.

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Table 11-1: Summary of QA/QC Source and Type by Year

 

QA/QC Sample      2014 2019 2022 2023
Group Source QA/QC type Sample Descriptions Winter Summer Winter Winter Fall Winter Summer
1 F3 InHouse (F3) blank samples (Sandstone) Blanks N N N Y - Y N
F3 InHouse (F3) blank samples (Cinder Block) Blanks N N N N Y N N
F3 InHouse (F3) blank samples (Quartz Blank) Blanks Y Y N N N N Y
2 CANMET F3 inserted CANMET U3O8 wt.% CRM UTS-3(LGR) Y Y N N Y Y Y
CANMET F3 inserted CANMET U3O8 wt.% CRM DH-1A, *RL-1(MGR)   Y N N Y Y Y
CANMET F3 inserted CANMET U3O8 wt.% CRM BL-5(HGR) N N N N Y Y Y
CANMET F3 inserted CANMET U3O8 wt.% CRM CUP-2(VHGR) N N N N Y Y Y
3 F3 & SRC Partial and total (ppm) duplicates Field Duplicate (FiD), Prep & Pulp Duplicates Y Y N N Y Y Y
F3 & SRC U3O8 TEST REPORT wt.% duplicates Field Duplicate (FiD), Prep & Pulp Duplicates Y Y N N Y Y Y
F3 & SRC SRC inserted CANMET U3O8 wt.% CRM standards BL2A, BL4A, BL5, SRCU2 Y Y Y Y Y Y Y
F3 & SRC SRC inserted internal ICP standards w/ varying Boron ASR109/BL, ASR209/BM, ASR316/BSL18/BSN, CAR110/BL/BM, CAR218/BSH/BSL18/BSM/BSM/MA1B Y Y Y Y Y Y Y
4 SRC ICP repeat analysis of same sample Basement/BasementRA/Sandstone and Repeats Y Y Y Y Y Y Y
SRC U3O8 TEST REPORT wt.% repeats Basement/BasementRA/Sandstone and Repeats Y Y Y Y Y Y Y
5 SRC Specific Gravity Repeats Sandstone/Basement/Repeats Y Y N N Y Y Y

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

Table 11-2: Summary of QA/QC Sampling Insertions by Year

 

Sample Type W2014 S2014 W2019 W2022 F2022 W2023 S2023 Total % of
Total
original
samples
% of All
Samples
(original
+
QA/QC)
% of
duplicate
samples
Drill holes 5 6 8 8 8 21 39 95     N/A
Total Original Geochem Sample Count* 415 494 506 1,327 809 1,959 4,639 10,149 100.0% 82.8% N/A
w/ U3O8 assays 8 40 17 288 624 1,406 1,799 4,182 41.2% 34.1% N/A
ICP-OES only 407 454 489 1,039 185 553 2,840 5,967 58.8% 48.7% N/A
Total QA/QC material frequency 96 121 54 146 206 556 929 1,449 14.3% 11.8% N/A
Blanks 4 6 0 13 9 26 38 96 0.9% 0.8% N/A
Field Duplicates 14 13 0 0 9 21 38 95 0.9% 0.8% N/A
Coarse rejects (Prep Duplicates) 14 13 0 0 9 21 38 95 0.9% 0.8% N/A
Pulp Duplicates 14 13 0 0 9 21 38 95 0.9% 0.8% N/A
In House Reference materials 4 7 0 0 16 64 67 158 1.6% 1.3% N/A
External Reference materials 1 7 1 13 26 81 124 253 2.5% 2.1% N/A
Repeats & Re-analysis 19 29 20 50 67 174 300 659 6.5% 5.4% N/A
Empire Reanalysis 0 0 0 0 0 0 0 0 0.0% 0.0% 0%
Total Samples 511 615 560 1473 1015 2515 5568 12257      
                       
FU inserted blanks 4 6 0 13 9 26 38 96 0.9%    
FU inserted duplicates 42 39 0 0 27 63 114 285 2.8%    
Field duplicates (FiD + MinFiD) 14 13 0 0 9 21 38 95 0.9%    
U3O8 assays w/ field duplicates (MinFiD only) 0 2 0 0 4 19 22 47 0.5%    
Prep duplicates (PrepDupe+MinPrepDupe) 14 13 0 0 9 21 38 95 0.9%    
U3O8 assays w/ prep duplicates (MinPrepDupe only) 0 2 0 0 4 19 22 47 0.5%    
Pulp duplicates (PulpDupe + MinPulpDupe) 14 13 0 0 9 21 38 95 0.9%    
U3O8 assays w/ pulp duplicates (MinPulpDupe only) 0 1 0 0 4 19 22 46 0.5%    

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

 Sample Type  W2014  S2014  W2019  W2022  F2022  W2023  S2023  Total % of
Total
original
samples
% of All
Samples
(original
+
QA/QC)
% of
duplicate
samples
FU inserted U3O8 standards 4 7 0 0 16 64 67 158 1.6%    
Very high grade reference (VHGR; 88.92 wt% U3O8 ) 0 0 0 0 4 13 12 29 0.3%    
High grade reference (HGR; 21/8.36 wt% U3O8 ) 0 0 0 0 4 14 15 33 0.3%    
Medium grade reference (MGR; 0.310 or 0.237 wt% U3O8 ) 0 1 0 0 4 18 20 43 0.4%    
Low grade reference (LGR; 541ppm/0.060 wt% U3O8 ) 4 6 0 0 4 19 20 53 0.5%    
Lab (SRC) inserted U3O8 standards 1 7 1 13 26 81 124 253 2.5%    
BL2A (0.502 wt% U3O8 ) 0 0 0 0 4 9 15 28 0.3%    
BL4A (0.147 wt% U3O8 ) 1 7 1 13 13 52 72 159 1.6%    
BL5 (8.36 wt% U3O8 ) 0 0 0 0 5 10 22 37 0.4%    
SRCU02 (1.58 wt% U3O8 ) 0 0 0 0 4 10 15 29 0.3%    
Lab (SRC) inserted ICP standards 30 39 33 83 70 174 324 753 7.4%    
ASR109/BL 0 3 0 0 0 0 0 3 0.0%    
ASR209/BM 0 1 0 0 0 0 0 1 0.0%    
ASR316/BSL18 0 0 2 19 9 20 29 79 0.8%    
ASR316/BSM 0 0 1 15 6 17 25 64 0.6%    
ASR316/BSN 0 0 0 1 0 0 0 1 0.0%    
CAR110/BL 17 21 0 0 0 0 0 38 0.4%    
CAR110/BM 13 14 0 0 0 0 0 27 0.3%    
CAR218/BSH 0 0 0 0 2 5 9 16 0.2%    
CAR218/BSL18 0 0 17 24 22 55 115 233 2.3%    
CAR218/BSM 0 0 13 24 31 77 140 285 2.8%    
CAR218/BSM/MA1B 0 0 0 0 0 0 6 6 0.1%    
Repeats & Re-analysis 19 29 20 50 67 174 300 659 6.5%    

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

 Sample Type  W2014  S2014  W2019  W2022  F2022  W2023  S2023  Total % of
Total
original
samples
% of All
Samples
(original
+
QA/QC)
% of
duplicate
samples
U3O8 assays 1 6 1 7 23 65 106 209 2.1%    
ICP 18 23 19 43 44 109 194 450 4.4%    
Empire Lab 0 0 0 0 0 0 0 0 0.0%    
Prep duplicates (PrepDupe+MinPrepDupe) 0 0 0 0 0 0 0 0 0.0%    
Pulp duplicates (PulpDupe+MinPulpDupe) 0 0 0 0 0 0 0 0 0.0%    

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F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

11.6.1Certified Reference Materials (CRM)

 

Results of the regular submission of CRMs are used to identify issues with specific sample batches, and biases associated with the laboratory. F3 Uranium obtained CRMs from two different international laboratories (Canadian Centre for Mineral and Energy Technology (CANMET) and SRC) to account for different ranges of several chemical elements such as uranium, nickel, lead, and vanadium, as presented in Table 11-3. Results of the CRM sample analyses are plotted monthly in control charts with upper and lower limits of the acceptable values, defined as values above or below two and three standard deviations, and the certified value.

 

Table 11-3: Expected Values and Standard Deviation of CRMs

 

CRM Sample Type U % U3O8 % SD
(U3O8 %)
Source
UTS-3 Low Grade. 0.0513 0.0604 0.0010 CANMET
DH-1a Medium Grade. 0.262 0.3100 0.0035 CANMET
RL-1 Medium Grade 0.201 0.2370 0.0071 CANMET
BL-5 High Grade 7.09 8.3600 0.0330 CANMET
CUP-2 Very High Grade 75.42 88.9202 0.0809 CANMET

 

One of each CRM is inserted into the sample batch for each drill hole that intersected mineralization. CRM containers are shaken prior to use to ensure homogeneity and 15 g of material is required per sample. Samples are taken with clearly marked plastic spoons to avoid cross contamination between containers. For holes that do not intersect mineralization, no reference sample is inserted.

 

F3 Uranium submitted a total of 158 CRM samples for analysis at SRC, which corresponds to an insertion ratio of 1.39%. The laboratory’s precision and performance over time are graphically represented in Figure 11-1, specifically for uranium. The variation from the CRM’s mean value in standard deviations (SD) defines the QA/QC variance and is used to determine acceptability of the CRM sample assay. Results within +/- two standard deviations (±2SD) are considered acceptable. Failure criteria for CRM samples are met when either:

 

1Two consecutive samples return values outside two standard deviations from the mean, on the same side of the mean, or

 

2Any sample returns a value outside three standard deviations (±3SD) from the mean.

 

Overall, the control charts indicate good and consistent laboratory precision. Of the 158 samples, two samples for CUP-2 were out of the two standard deviation precision limits. No sample results were out of three standard deviation limits.

 

The SLR QP is of the opinion that the results of the CRM samples from 2014 to 2023 support the use of samples assayed at the SRC laboratory during this period in Mineral Resource estimation.

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Figure 11-1: Uranium CRM Z-Score Control Chart

 

(LINE GRAPH)

 

11.6.2Duplicates

 

Duplicate samples are used to monitor preparation, assay precision, and grade variability as a function of sample homogeneity and laboratory error.

 

Three types of duplicate samples are submitted:

 

1Field duplicates

 

2Preparation duplicates

 

3Pulp duplicate

 

The SLR QP analyzed, using statistics, scatter plots and quantile-quantile plots, a database with the results of 45 pairs of samples of field duplicates compiled by F3 Uranium staff. Results from the field, preparation, and pulp duplicate programs are plotted in Figure 11-2, Figure 11-3, and Figure 11-4. Four samples have a difference in results greater than 30%, which corresponds to an error rate of 8.9% (Figure 11-2). Prep and Pulp duplicates which provide a measure of the sample homogeneity at different stages of the preparation process show good precision and the SLR QP is of the opinion that the results of the filed duplicates show the preparation and analytical procedures of the laboratory are good and the data is suitable for use in resource estimations.

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Figure 11-2: Field Duplicate Control Chart

 

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Report for NI 43-101SLR Project No.: 138.21599.00001

Figure 11-3: Preparation Duplicate Control Chart

 

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Figure 11-4: Pulp Duplicate Control Chart

 

(LINE GRAPH)

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11.6.3Blanks

 

Blank material is used to assess contamination or sample-cross contamination during sample preparation and to identify sample numbering errors. One blank sample is inserted for each drill hole that intersects mineralization. Prior to 2019, blank reference samples were not submitted for holes that did not intersect mineralization. Beginning in Winter 2022, at least one blank sample is inserted into each hole, regardless of mineralization.

 

Blank materials are changed from program to program. These materials are selected based on availability and chemical properties. In 2014, quartz blanks were used. In winter 2022 broken cinder blocks were submitted as blank material. In the fall 2022 and winter 2023 programs, inert sandstone sampled were submitted. Starting in the summer of 2023 quartz blanks, gathered from a barren quartz vein intersected in historic hole PL0703 were submitted.

 

Figure 11-5 indicates a few samples with low contamination results of 73 blank samples sorted by increasing sample analysis date. Blank material was inserted at a rate of less than 1.0%. A failure criterion for blank samples is met when a sample returns greater than 0.005% U3O8, which is a concentration five times greater than the detection limit of the instrument (0.001% U3O8). Zero sample failures were noted.

 

Figure 11-5: Blank Control Chart

 

(LINE GRAPH)

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11.6.4SRC Internal QA/QC Program

 

Quality control is maintained by all instruments at SRC being calibrated with certified materials. Independent of F3 Uranium’s QA/QC samples, standards are inserted into sample batches at regular intervals by SRC. Within each batch of 40 samples, one to two quality control samples are inserted. All quality control results must be within specified limits, otherwise corrective action is taken. If for any reason there is a failure in an analysis, the subgroup affected is reanalyzed.

 

Five U3O8 reference standards are used: UTS-3, RL-1, DH-1A, BL-5 and CUP-2, , which have known concentrations of 0.502% U3O8, 1.21% U3O8, 0.147% U3O8, 8.36% U3O8, and 1.58% U3O8, respectively. Except for SRCUO2 (produced in-house at SRC), all reference materials are certified and provided by CANMET.

 

SRC has developed and implemented a laboratory management system which operates in accordance with ISO/IEC 17025:2005 (CAN-P-4E), General Requirements for the Competence of Mineral Testing and Calibration Laboratories. The laboratory also participates in a certified interlaboratory testing program, CCRMP/PTP-MAL, for gold using lead fusion fire assay with an AAS finish.

 

All processes performed at the laboratory are subject to a strict audit program, which is performed by approved trained professionals. SRC is independent of F3 Uranium.

 

11.6.5Secondary Laboratory Check (Umpires)

 

External duplicate samples (check assays) were collected at the final stage of Summer 2023 sample collection period and are currently being prepared to be sent to the umpire laboratory, SGS, for either U3O8% analysis or delayed neutron counting (DNC). SGS is ISO/IEC accredited and independent of F3 Uranium. Results of the secondary laboratory checks are not available for review.

 

11.7Sample Security

 

Drill core is delivered directly to F3 Uranium’s core handling facility located on the PLN Property. After logging, splitting, and bagging, core samples for analysis are stored in a secured shipping container at the same facility. The shipping container is kept locked or under direct supervision of F3 Uranium personnel. A sample transmittal form is prepared and identifies each batch of samples.

 

SRC considers customer confidentially and security of utmost importance and takes appropriate steps to protect the integrity of sample processing at all stages from sample storage and handling to transmission of results. All electronic information is password protected and backed up on a daily basis. Electronic results are transmitted with additional security features. Access to SRC’s premises is restricted by an electronic security system. The facilities at the main laboratory are regularly patrolled by security guards 24 hours per day.

 

Official results are provided as a series of Adobe PDF files. A Microsoft Excel spreadsheet file containing only the analytical results is also provided. These files are sent using a secured password protected compressed file.

 

In the SLR QP’s opinion, the sampling methods, chain of custody procedures, and analytical techniques are appropriate and meet acceptable industry standards, and results are appropriate to estimate Mineral Resources.

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11.8QP Opinion on Section 11

 

In the SLR QP’s opinion, the sample preparation, security, and analytical procedures meet industry standards, and the QA/QC program, as designed and implemented at PLN are adequate; consequently, the assay results within the drill hole database are suitable for mineral resource estimation purposes. Neither the SRC in-house quality control nor F3 Uranium quality control yielded any indication of quality concerns.

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12.0Data Verification

 

Data verification is the process of confirming that data has been generated with proper procedures, is transcribed accurately from its original source into the project database and is suitable for use as described in this Technical Report.

 

SLR was not directly involved in the exploration drilling, logging, and sampling programs that formed the basis for collecting the data that will be used to support the geological model and Mineral Resource Estimate (MRE) for the Project in the future.

 

All geological data has been reviewed and verified by SLR as being accurate to the extent possible and to the extent possible all geologic information was reviewed and confirmed. SLR did not conduct check sampling of the core. In the QP’s opinion the samples taken by F3 Uranium provide adequate and good verification of the data and SLR is of the opinion that the work has been done within the guidelines of NI 43-101.

 

12.1Data Verification Process

 

As part of this Technical Report, all the historical data associated with the Project was compiled, organized, and entered into a Leapfrog Geo database by F3 Uranium and audited by the SLR QP for completeness and validity. The SLR QP used the information provided to validate the drilling database.

 

As part of the data verification procedure, drill data was spot checked and audited by the SLR QP for completeness and validity using standard database validation tests. In addition, the SLR QP reviewed the QA/QC methods and results, verified assay certificates against the database assay table, and completed one site visit that included a review of drill core. No limitations were placed on SLR’s data verification process. The review of the QA/QC program and results is presented in Section 11.0, Sample Preparation, Analyses and Security.

 

The SLR QP performed the following digital queries. No significant issues were identified.

 

Header table: searched for incorrect or duplicate collar coordinates and duplicate hole IDs.

 

Survey table: searched for duplicate entries, survey points past the specified maximum depth in the collar table, and abnormal dips and azimuths.

 

Core recovery table: searched for core recoveries greater than 100% or less than 80%, overlapping intervals, missing collar data, negative lengths, and data points past the specified maximum depth in the collar table.

 

Lithology: searched for duplicate entries, intervals past the specified maximum depth in the collar table, overlapping intervals, negative lengths, missing collar data, missing intervals, and incorrect logging codes.

 

Geochemical and assay table: searched for duplicate entries, sample intervals past the specified maximum depth, negative lengths, overlapping intervals, sampling lengths exceeding tolerance levels, missing collar data, missing intervals, and duplicated sample IDs.

 

Due to the nature of the sampling process, samples are only taken where scintillometer readings indicated mineralization. Previously identified gaps in the drilling assay table were treated as effectively barren and were assigned the value of 0.0001% U3O8.

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13.0Mineral Processing and Metallurgical Testing

 

No mineral processing or metallurgical testing studies have been completed on the mineralization on the Property.

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14.0Mineral Resource Estimate

 

There are no current Mineral Resources at the Project.

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15.0Mineral Reserve Estimate

 

There are no current Mineral Reserves at the Project.

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16.0Mining Methods

 

This section is not applicable.

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17.0Recovery Methods

 

This section is not applicable.

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18.0Project Infrastructure

 

This section is not applicable.

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19.0Market Studies and Contracts

 

This section is not applicable.

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20.0Environmental Studies, Permitting, and Social or Community Impact

 

This section is not applicable.

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21.0Capital and Operating Costs

 

This section is not applicable.

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22.0Economic Analysis

 

This section is not applicable.

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23.0Adjacent Properties

 

The PLN Property is contiguous with claims held by various companies and individuals. As of the effective date of this Technical Report, the PLN Property is contiguous with claims registered in the names of a consortium consisting of HXC Corporation (6.25%) / Far West Mining Ltd. (43.75%) / Orano Canada Inc (50%) to the east; a consortium consisting of Purepoint Uranium Group (21%) / Cameco Corp (39.5%) / Orano Canada (39.5%) to the south and southeast; Orano, NexGen Energy, NexGen Energy/Atha Energy Corp and CanAlaska Uranium Ltd. to the west; and UEC Corp. / Orano Canada to the North (Figure 23-1).

 

SLR has not relied upon information from the adjacent properties in the writing of this TRS.

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Figure 23-1: Adjacent Properties

 

(MAP)

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24.0Other Relevant Data and Information

 

All relevant data and information regarding the Property is included in other sections of this Technical Report. There is no other relevant data or information available that is necessary to make the Technical Report understandable and not misleading.

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25.0Interpretation and Conclusions

 

SLR offers the following interpretations and conclusions on the Project:

 

The JR Zone deposit is considered an example of a basement-hosted vein-type or fracture-filled uranium deposit.

 

To date, F3 Uranium and its predecessors have completed a total of 143 drill holes, totaling 49,945 m across the PLN Project.

 

In the SLR QP’s opinion, the logging and sampling procedures meet or exceed industry standards and are adequate for Mineral Resource estimation.

 

SLR reviewed and verified the resource database, including a review of the quality assurance (QA) and quality control (QC) methods and results, verifying assay certificates against the database assay table, standard database validation tests, and one site visit, including a drill core review. No limitations were placed on SLR’s data verification process.

 

Based on the data validation and the results of the standard, blank, and duplicate analyses, the SLR QP is of the opinion that the sampling methods, chain of custody procedures, and analytical techniques are appropriate and meet acceptable industry standards.

 

The assay and bulk density databases are of sufficient quality for Mineral Resource estimation at the JR Zone.

 

Uranium mineralization at the PLN Property is hosted primarily within veins or fracture- filled metamorphosed basement lithologies and, to a much lesser extent, within overlying sedimentary rocks. Uranium mineralization has been intersected by surface drilling along two primary EM (electromagnetic) conductor trends: the A1 main shear zone (host of the JR Zone deposit) and B1 shear zone, which have a combined strike length of roughly 3.6 km.

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26.0Recommendations

 

SLR offers the following recommendations regarding advancement of the Project:

 

F3 Uranium has proposed a total budget of C$14.60 million, as presented in Table 26-1, to advance the JR Zone and explore the remainder of the Project. The two categories of work are independent of each other.

 

Table 26-1: PLN 2024 Exploration Budget

 

Category Item Budget (C$)
Exploration Drill testing of Broach Property 2,500,000
  Drill testing of Minto Property 1,500,000
  Drill testing of B1 4,000,000
  Exploration Subtotal 8,000,000
JR Zone Infill and Delineation drilling JR Zone 6,500,000
  NI 43-101 Resource Estimate 100,000
  JR Zone Subtotal 6,600,000
Total   14,600,000

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27.0References

 

Alexandre, P., Kyser, K., Polito, P., and Thomas, D., 2005: Alteration mineralogy and stable isotope geochemistry of Paleoproterozoic basement-hosted unconformity-type uranium deposits in the Athabasca Basin, Canada. Economic Geology, 100(8), 1547-1563.

 

Annesley, I. R., Madore, C., & Portella, P. (2005). Geology and thermotectonic evolution of the western margin of the Trans-Hudson Orogen: evidence from the eastern sub-Athabasca basement, Saskatchewan. Canadian Journal of Earth Sciences, 42(4), 573-597.

 

Armitage, A. 2013. Technical Report on the Patterson Lake South Property, Northern Saskatchewan, dated April 14th, 2013, for Alpha Minerals Inc., 119 p. Posted on Sedar (www.sedar.com).

 

Bingham, D., and Legault, J. M., 2018: Geophysics of the Patterson Lake South Uranium Deposit, northwestern Saskatchewan. ASEG Extended Abstracts, 2018(1), 1-6.

 

Bingham, D, 2013a. Report on an Airborne Hi-Resolution Magnetic Survey over the Patterson Lake Property for Fission Energy Corp., field work performed August 4 – August 20, 2012, 59 p.

 

Bingham, D, 2013b. Report on 2012 Geophysical Surveys Over the Patterson Lake Property For Fission Uranium Corp., field work performed September - October, 2012, 31 p.

 

Campbell, J.E., 2007: Quaternary geology of the eastern Athabasca Basin, Saskatchewan and Alberta; in EXTECH IV: Geology and Uranium Exploration Technology of the Proterozoic Athabasca Basin., Saskatchewan and Alberta (ed.) C.W. Jefferson and G. Delaney; Geological Survey of Canada, Bulletin 588, pp. 211-228.

 

Card, C.D., 2002. New investigations of basement to the western Athabasca Basin; in Summary of Investigations 2002, Volume 2, Saskatchewan Geological Survey, Saskatchewan Energy and Mines, Miscellaneous Report 2002-4-2, 17 p.

 

Card, C.D., Pana, D., Stern., R.A., and Rayner, N., 2007: New insights into the geological history of the basement rocks to the southwestern Athabasca Basin, Saskatchewan and Alberta; in EXTECH IV: Geology and uranium EXploration TECHnology of the Proterozoic Athabasca Basin, Saskatchewan and Alberta. C.W. Jefferson and G. Delaney (eds.). Geological Survey of Canada, Bulletin 588, pp. 119-133.

 

Ghaffari, H., Huang, J., Donlon, P., Wittrup, M., Clifton, W., Mathisen, M., Mostert, M., Schmid, C., and Thompson, R., 2023. Feasibility Study, NI 43-101 Technical Report, for the PLS Property. January 17, 2023.

 

Glass, D.J. 1990. Lexicon of Canadian Stratigraphy, Volume 4-Western Canada; Canadian Society of Petroleum Geologists, Calgary, Alberta, 772 p.

 

Hanmer, S., Parrish, R., Williams, M., and Kopf, C., 1994: Striding-Athabasca mylonite zone: complex Archean deep crustal deformation in the East Athabasca mylonite triangle, northern Saskatchewan; Canadian Journal of Earth Sciences, v.31, pp. 1287-1300.

 

Hanmer, S., 1997: Geology of the Striding-Athabasca mylonite zone, northern Saskatchewan and southeastern District of Mackenzie, NWT; Geological Survey of Canada, Bulletin 501, 92 p.

 

Hobson, G.D. and MacAulay, H.A., 1969: A seismic reconnaissance survey of the Athabasca Formation, Alberta and Saskatchewan (part 74) (a co-operative venture with the Saskatchewan Department of Mineral Resources); Geological Survey of Canada, Paper 69-18, 23 p.

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Hoeve, J., 1984: Host rock alteration and its application as an ore guide at the Midwest Lake uranium deposit, northern Saskatchewan. CIM Bull.;(Canada), 77(868).

 

Hoeve, J., and Quirt, D., 1987: A stationary redox front as a critical factor in the formation of high-grade, unconformity-type uranium ores in the Athabasca Basin, Saskatchewan, Canada. Bulletin de Minéralogie, 110(2), 157-171.

 

Jefferson, C. W., Thomas, D., Quirt, D., Mwenifumbo, C. J., and Brisbin, D. ,2007: Empirical Models for Canadian Unconformity-Associated Uranium Deposits

 

Jefferson, C.W., Thomas, D.J., Gandhi, S.S., Ramaekers, P., Delaney, G., Brisbin, D., Cutts, C., Portella, P., and Olson, R.A., 2007: Unconformity-associated uranium deposits of the Athabasca Basin, Saskatchewan and Alberta; in EXTECH IV: Geology and Uranium Exploration Technology of the Proterozoic Athabasca Basin, Saskatchewan and Alberta, (ed.) C.W. Jefferson and G. Delaney; Geological Survey of Canada, Bulletin 588, pp. 23- 76.

 

Jefferson, C.W., and Delaney, G., Geological Survey of Canada, Bulletin 588, pp. 89-117.

 

Johnstone, D. D., Bethune, K. M., Card, C. D., and Tschirhart, V., 2021: Structural evolution and related implications for uranium mineralization in the Patterson Lake corridor, southwestern Athabasca Basin, Saskatchewan, Canada. Geochemistry: Exploration, Environment, Analysis, 21(1), geochem2020-030.

 

Lewry, J. and Sibbald, T.I.I., 1977: Variation in lithology and tectonometamorphic relationships in the Precambrian basement of northern Saskatchewan; Canadian Journal of Earth Sciences v.14, pp. 1453- 1467.

 

Lewry, J. and Sibbald, T.I.I., 1980: Thermotectonic evolution of the Churchill Province in northern Saskatchewan; in Tectonophysics, v.68, pp. 45-82.

 

Macdonald, C., 1980: Mineralogy and geochemistry of a Precambrian regolith in the Athabasca Basin; M.Sc thesis, University of Saskatchewan, Saskatoon, Saskatchewan, 151 p.

 

Marshall, I.B., and Schutt, P.H., 1999: A national ecological framework for Canada – Overview. A co-operative product by the Ecosystems Science Directorate, Environment Canada and Research Branch, Agriculture and Agri-Foods Canada.McCallum, N. 2008. Report on the 2007 and 2008 Exploration of the Patterson Lake Property, Northern Saskatchewan for Fission Energy Corp. Submitted October 16, 2008, 23 p.

 

McNicoll, V.J., Theriault, R.J., and McDonough, M.R., 2000: Talston basement gneissic rocks: U-Pb and Nd isotopic constraints on the basement to the Paleoproterozoic Talston magmatic zone, northeastern Alberta; Canadian Journal of Earth Sciences, v.37, no 11, pp. 1575-1596.

 

Padbury, G. A., Acton, D. F., Stushnoff, C. T., University of Regina Canadian Plains Research Center, & Saskatchewan Environment and Resource Management. (1998). Ecoregions of Saskatchewan. Canadian Plains Research Center.

 

Palmer, K., 2010. Technical Report on the Shea Creek Property, Saskatchewan, Including Mineral Resource Estimates for the Kianna, Anne and Colette Deposits. 43-101 Report prepared for UEX Corporation, 214 p. Filed on SEDAR.

 

Quirt, D. H., 2003: Athabasca unconformity-type uranium deposits: One deposit type with many variations.

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Ramaekers, P. (1979). Stratigraphy of the Athabasca Basin; Summary of Investigations 1979, Saskatchewan Geological Survey, Saskatchewan Mineral Resources, Miscellaneous Report 79-10, pp.154-160.

 

Ramaekers, P. (2004). Development, Stratigraphy and Summary Diagenetic History of the Athabasca Basin, Early Proterozoic of Alberta and Its Relation to Uranium Potential, AGS/EUB Special Report 62, pp. 1-85.

 

Ramaekers, P., Jefferson, C.W., Yeo, G.M., Collier, B., Long, D.G.F., Drever, G., McHardy, S., Jiricka, D., Cutts, C., Wheatley, K., Catuneanu, O., Bernier, S., and Post, R.T., 2007: Revised geological map and stratigraphy of the Athabasca Group, Saskatchewan and Alberta; in EXTECH IV: Geology and Uranium Exploration Technology of the Proterozoic Athabasca Basin., Saskatchewan and Alberta (ed.) C.W. Jefferson and G. Delaney; Geological Survey of Canada, Bulletin 588, pp. 155-191.

 

Ramaekers, P., 2013. Patterson Lake North: Field Work 2012. Work carried out for Fission Uranium Corporation (Formerly Fission-Energy Corp.), work performed August 9 to 22, 2012, 24 p.

 

Rhys, D. A., Horn, L., and Eriks, R. S., 2009. Technical Report on the Shea Creek Property, Northern Saskatchewan, 43-101 Report prepared for UEX Corporation, 117 p. Filed on SEDAR.

 

Smith, D., and Dahrouge, J., 2006. 2005 and 2006 Exploration of the Patterson Lake Property, Northern Saskatchewan. Confidential assessment report submitted to the Saskatchewan Energy and Resources, October 19, 2006, 13 p.

 

Smith, D., and Dahrouge, J., 2007. 2006 and 2007 Exploration of the Patterson Lake Property, Northern Saskatchewan. Confidential assessment report submitted to the Saskatchewan Energy and Resources, October 16, 2007, 12 p.

 

Smith, R.E., Veldhuis, H., Mills, G.F., Eilers, R.G., Fraser, W.R., & Lelyk, G.W. (1998). Terrestrial ecozones, ecoregions and ecodistricts of Manitoba: An ecological stratification of Manitoba’s natural landscapes (Technical Bulletin 1998-9E). Agriculture and Agri-Food Canada

 

Statistics Canada. (2021). Profile table, Census Profile, 2021 Census of Population - Saskatoon, City (CY) [Census subdivision], Saskatchewan. Sopuck, V.J., Carla, A de., Wray, E.M., and Cooper, B. (1983). The Application of Lithogeochemistry in the search for Unconformity-type Uranium Deposits, Northern Saskatchewan, Canada. Journal of Geochemical Exploration, 19, pp. 77-99.

 

Williams, M.L., Melis, E.A., Kopf, C.F., and Hanmer, S., 2000: Microstructural tectonometamorphic processes and the development of gneissic layering: a mechanism for metamorphic segregation; Journal of Metamorphic Geology, v.18, pp. 41 – 57.

 

Wallis, R.H., 1970: The geology of the Dufferin Lake area (west half) Saskatchewan; Saskatchewan Geological Department of Mineral Resources, Report 132, 59 p.

 

Yeo, G.M., and Delaney, G., 2007: The Wollaston Supergroup, stratigraphy and metallogeny of a Paleoproterozoic Wilson cycle in the Trans-Hudson Orogen, Saskatchewan; in EXTECH IV: Geology and Uranium Exploration Technology of the Proterozoic Athabasca Basin., Saskatchewan and Alberta (eds.)

 

Zenghua, L., Guoxiang, C., Bethune, K. M., David, T., and Gerard, Z., 2017: Structural controls on fluid flow during compressional reactivation of basement faults: insights from numerical modeling for the formation of unconformity-related uranium deposits in the Athabasca Basin, Canada. Economic Geology, 112(2), 451-466.

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28.0Date and Signature Date

 

This report titled “Technical Report on the Patterson Lake North Project, Northern Saskatchewan, Canada” with an effective date of November 20, 2023 was prepared and signed by the following authors:

 

  (Signed and Sealed) Mark B. Mathisen, C.P.G.
   
Dated at Lakewood, CO Mark B. Mathisen, C.P.G.
January 25, 2023  

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29.0Certificate of Qualified Person

 

29.1Mark B. Mathisen

 

I, Mark B. Mathisen, C.P.G., as an author of this report entitled “Technical Report on the Patterson Lake North Project, Northern Saskatchewan, Canada” with an effective date of November 20, 2023, prepared for F3 Uranium Corp., do hereby certify that:

 

1.I am Principal Geologist with SLR International Corporation, of Suite 100, 1658 Cole Boulevard, Lakewood, CO, USA 80401.

 

2.I am a graduate of Colorado School of Mines in 1984 with a B.Sc. degree in Geophysical Engineering.

 

3.I am a Registered Professional Geologist in the State of Wyoming (No. PG-2821), a Certified Professional Geologist with the American Institute of Professional Geologists (No. CPG-11648), and a Registered Member of SME (RM #04156896). I have worked as a geologist for a total of 23 years since my graduation. My relevant experience for the purpose of the Technical Report is:

 

Mineral Resource estimation and preparation of NI 43-101 Technical Reports.

 

Director, Project Resources, with Denison Mines Corp., responsible for resource evaluation and reporting for uranium projects in the USA, Canada, Africa, and Mongolia.

 

Project Geologist with Energy Fuels Nuclear, Inc., responsible for planning and direction of field activities and project development for an in situ leach uranium project in the USA. Cost analysis software development.

 

Design and direction of geophysical programs for US and international base metal and gold exploration joint venture programs.

 

4.I have read the definition of “qualified person” set out in National Instrument 43-101 (NI 43- 101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “qualified person” for the purposes of NI 43-101.

 

5.I visited the PLN Project on August 29, 2023.

 

6.I am responsible for overall preparation of the Technical Report.

 

7.I am independent of the Issuer applying the test set out in Section 1.5 of NI 43-101.

 

8.I have had no prior involvement with the property that is the subject of the Technical Report.

 

9.I have read NI 43-101, and the Technical Report has been prepared in compliance with NI 43-101 and Form 43-101F1.

 

10.At the effective date of the Technical Report, to the best of my knowledge, information, and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make the Technical Report not misleading.

 

Dated this 25th day of January, 2024, Mark B. Mathisen, C.P.G.

 29-1(GRAPHIC)

 

F3 Uranium Corp. | Patterson Lake North ProjectJanuary 25, 2023
Report for NI 43-101SLR Project No.: 138.21599.00001

(GRAPHIC)

 

Making Sustainability Happen

 

 

 

Exhibit 99.2

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUF

 

F3 Issues Shares for Interest Debt Settlement

 

Kelowna, British Columbia— (Newsfile Corp. – July 2, 2024) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUF) (“F3” or the “Company”) announces that pursuant to its previously announced financing with Denison Mines Corp. from October 2023, (“Denison”) (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the interest owed to date in cash and common shares (the “Debt Settlement”).

 

The payment to Denison will consist of $225,000 in cash and a total of 316, 901 common shares of the corporation.

 

Terms of the Debenture

 

The Debenture carries a 9% coupon (the “Interest”), payable quarterly, has a maturity date of October 18, 2028, and is convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. Full details of the debenture are noted in the press releases of October 6 and October 18, 2023.

 

All securities issued pursuant to the Debt Settlement are subject to the approval of the TSX-V and, when issued, a statutory hold period in Canada expiring four months and one day from the date of issuance.

 

The shares-for-debt transaction was approved by the Company’s Board of Directors pursuant to the terms of the debenture and did not require a formal valuation nor minority shareholder approval pursuant to Multilateral Instrument 61-101.

 

About F3 Uranium Corp.:

 

F3 Uranium is advancing the newly discovered high-grade JR Zone on the PLN Property in the Western Athabasca Basin. This area of Saskatchewan is poised to become the next Uranium producer and home to large uranium deposits including Tiple R, Arrow, and Shea Creek. F3 Uranium currently holds 18 projects across the Athabasca Basin

 

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release contains “forward-looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements with respect to the use of proceeds, and the potential for development of new uranium operations in northern Saskatchewan. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

 

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778-484-8030 

Email: ir@fission3corp.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

 

 

Exhibit 99.3

 

NOTICE OF SPECIAL MEETING

 

NOTICE IS HEREBY GIVEN that the special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of F3 Uranium Corp. (the “Corporation”) will be held at 750 – 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2, on Thursday August 8, 2024, at 10:00 a.m. (Vancouver time):

 

At the Meeting, Shareholders will be asked to consider the following matters:

 

1.To consider and, if deemed appropriate, to pass, with or without variation, a special resolution of the Shareholders (the “Arrangement Resolution”), the full text of which is attached as Schedule “A” to the Circular for a statutory arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) which involves, among other things, the distribution of common shares of F4 Uranium Corp. (“F4”) to shareholders of the Corporation on the basis of one-tenth of a F4 common share for each common share of the Corporation held on the effective date of the Arrangement. The warrants, options and restricted share units of the Corporation will also be adjusted pursuant to the Arrangement as described in more detail in the enclosed management information circular (the “Circular”).

 

2.Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution to approve a stock option plan for F4, as more fully described in the Circular.

 

3.Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution of disinterested shareholders to approve an equity incentive plan for F4, as more fully described in the Circular.

 

4.To transact such other business as may properly come before the Meeting or any adjournment thereof.

 

The specific details of these matters to be put before the Meeting are set forth in the Circular accompanying this notice. Copies of the Arrangement Resolution, the plan of arrangement, the interim order and notice of hearing of petition for the application for the final order in respect of the Arrangement are attached to the Circular as Schedules “A”, “D”, “E” and “F”, respectively. The board of directors of the Corporation have approved the contents of the Circular and the distribution of the Circular to Shareholders. All Shareholders are reminded to review the Circular before voting.

 

You have the right to vote if you were a Shareholder of the Corporation at the close of business on July 2, 2024, the record date set by the board of directors of the Corporation for determining the Shareholders entitled to receive notice of and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

 

Registered Shareholders as of the record date of the Meeting have a right of dissent in respect of the proposed arrangement and to be paid the fair value of their common shares held in the Corporation if they strictly comply with the procedures set forth in section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order. The dissent rights are described in the accompanying Circular under the heading “Dissent Rights” and the provisions of section 190 of the CBCA, the Plan of Arrangement, and the Interim Order are attached to the Circular as Schedule “G”, Exhibit “I” to Schedule “D” and Schedule “E”, respectively. Failure to strictly comply with the required procedures may result in the loss of any right of dissent.

 

If you are unable to attend the Meeting, you are encouraged to vote your proxy by mail, internet or telephone. You will need the control number contained in the accompanying form of proxy in order to vote. Further information on how to vote can be found on pages 23-26 in the Circular. To be valid, your proxy must be received by the Corporation’s transfer agent, Computershare Trust Company of Canada no later than 10:00 a.m. (Vancouver time) on Tuesday August 6, 2024, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held.

 

 

Non-registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

 

If you have any questions relating to the Meeting, please contact the Corporation at 778-484-8030.

 

DATED at Kelowna, British Columbia this 28th day of June, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ “Dev Randhawa”

 

Chairman & Chief Executive Officer

 

 

 

Exhibit 99.4

 

(F3 URANIUM LOGO)
 
 
 
 
 
Notice of Special
Meeting of Shareholders
to be held on
Thursday August 8, 2024
 
 
 
 
 
Management Information Circular
 
dated June 28, 2024
 
 
 
 
 
 
 
F3 Uranium Corp.
Suite 750 – 1620 Dickson Avenue
Kelowna, British Columbia
Canada V1Y 9Y2
Tel: (778)-484-8030
www.f3uranium.com
 

 

 

NOTICE OF SPECIAL MEETING

 

NOTICE IS HEREBY GIVEN that the special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of F3 Uranium Corp. (the “Corporation”) will be held at 750 – 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2, on Thursday August 8, 2024, at 10:00 a.m. (Vancouver time):

 

At the Meeting, Shareholders will be asked to consider the following matters:

 

1.To consider and, if deemed appropriate, to pass, with or without variation, a special resolution of the Shareholders (the “Arrangement Resolution”), the full text of which is attached as Schedule “A” to the Circular for a statutory arrangement (the “Arrangement”) under section 192 of the Canada Business Corporations Act (the “CBCA”) which involves, among other things, the distribution of common shares of F4 Uranium Corp. (“F4”) to shareholders of the Corporation on the basis of one-tenth of a F4 common share for each common share of the Corporation held on the effective date of the Arrangement. The warrants, options and restricted share units of the Corporation will also be adjusted pursuant to the Arrangement as described in more detail in the enclosed management information circular (the “Circular”).

 

2.Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution to approve a stock option plan for F4, as more fully described in the Circular.

 

3.Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution of disinterested shareholders to approve an equity incentive plan for F4, as more fully described in the Circular.

 

4.To transact such other business as may properly come before the Meeting or any adjournment thereof.

 

The specific details of these matters to be put before the Meeting are set forth in the Circular accompanying this notice. Copies of the Arrangement Resolution, the plan of arrangement, the interim order and notice of hearing of petition for the application for the final order in respect of the Arrangement are attached to the Circular as Schedules “A”, “D”, “E” and “F”, respectively. The board of directors of the Corporation have approved the contents of the Circular and the distribution of the Circular to Shareholders. All Shareholders are reminded to review the Circular before voting.

 

You have the right to vote if you were a Shareholder of the Corporation at the close of business on July 2, 2024, the record date set by the board of directors of the Corporation for determining the Shareholders entitled to receive notice of and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

 

Registered Shareholders as of the record date of the Meeting have a right of dissent in respect of the proposed arrangement and to be paid the fair value of their common shares held in the Corporation if they strictly comply with the procedures set forth in section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order. The dissent rights are described in the accompanying Circular under the heading “Dissent Rights” and the provisions of section 190 of the CBCA, the Plan of Arrangement, and the Interim Order are attached to the Circular as Schedule “G”, Exhibit “I” to Schedule “D” and Schedule “E”, respectively. Failure to strictly comply with the required procedures may result in the loss of any right of dissent.

 

If you are unable to attend the Meeting, you are encouraged to vote your proxy by mail, internet or telephone. You will need the control number contained in the accompanying form of proxy in order to vote. Further information on how to vote can be found on pages 23-26 in the Circular. To be valid, your proxy must be received by the Corporation’s transfer agent, Computershare Trust Company of Canada no later than 10:00 a.m. (Vancouver time) on Tuesday August 6, 2024, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held.

 

 

Non-registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

 

If you have any questions relating to the Meeting, please contact the Corporation at 778-484-8030.

 

DATED at Kelowna, British Columbia this 28th day of June, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ “Dev Randhawa”

 

Chairman & Chief Executive Officer

ii 

 

LETTER TO SHAREHOLDERS

 

Dear fellow Shareholders,

 

On behalf of the Board of Directors (“Board”) of F3 Uranium Corp. (“F3” or the “Corporation”), I would like to invite you to attend the special meeting (the “Meeting”) of the holders of common shares of the Corporation (the “Shareholders”) to be held at 750 –1620 Dickson Ave, Kelowna, British Columbia, V1Y 9Y2 at 10:00 a.m. (Vancouver time) on August 8, 2024. We will be voting on several items, as described further in this Information Circular (“Circular”).

 

Your feedback and your vote are important to us, and we have ensured that voting is easy and accessible. You can vote in person or by proxy at the Meeting, and by proxy on the internet, by phone, by fax or by mail. If you are a Registered Shareholder and are unable to attend the Meeting in person, we encourage you to vote by completing the enclosed Proxy. If you are a Non-Registered Holder of F3 shares and have received this letter and the Circular from your broker or another intermediary, please complete and return the Proxy or the voting instruction form provided to you in accordance with the instructions.

 

At the Meeting, Shareholders will be asked to, among other things, pass a special resolution approving a statutory plan of arrangement (the “Arrangement”) whereby F3 will spin out certain assets into F4 Uranium Corp. (“F4”). The Arrangement involves, among other things, the distribution of common shares (the “F4 Shares”) of F4 to existing Shareholders such that each Shareholder will hold: (i) one new common share of the Corporation (“New F3 Share”) for each common share of the Corporation (“F3 Share”) held on the effective date of the Arrangement; and (ii) one-tenth of a F4 Share for every F3 Share held on the effective date of the Arrangement. Warrants, options and restricted share units of the Corporation will also be adjusted pursuant to the Arrangement as described in more detail in the enclosed Circular.

 

After careful consideration, the Board has unanimously determined that the Arrangement is fair to Shareholders and is in the best interests of the Corporation. A description of the various factors considered by the Board in arriving at this determination is contained in the enclosed Circular. The Board has unanimously approved the Arrangement and recommends that Shareholders vote in favour of the special resolution approving the Arrangement.

 

To be effective, the Arrangement must be approved by a special resolution passed by at least 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, which Shareholders are entitled to one vote for each F3 Share held. The Arrangement is not subject to the minority approval requirements of MI 61-101.

 

At the Meeting, in addition to the approval of the Arrangement, we will ask Shareholders to approve a share option plan and equity incentive unit plan for F4.

 

If you have any questions about the information contained in the Circular or require assistance in completing the Proxy, please contact the Corporation at 778-484-8030. Likewise, if you have any questions about F3’s business strategy, please contact the Corporation at 778-484-8030. We are always available to answer your questions.

 

Thank you for your support and your confidence in F3 Uranium Corp.

 

Sincerely,

 

Dev Randhawa
Chief Executive Officer, Chairman and Director

 

 

(F3 URANIUM LOGO)

 

F3 URANIUM CORP

 

TABLE OF CONTENTS

 

NOTICE TO READERS 1
INFORMATION FOR U.S. SHAREHOLDERS 1
FORWARD-LOOKING INFORMATION 3
TECHNICAL INFORMATION. 5
ACCOUNTING PRINCIPLES 5
GLOSSARY OF DEFINED TERMS 5
QUESTIONS AND ANSWERS 12
SUMMARY 18
The Meeting 18
The Arrangement 18
Reasons for the Arrangement 18
Recommendation of the Board 18
Fairness of the Arrangement 19
Conditions to Closing 19
Court Approval 19
Effective Date 20
Stock Exchange Listings 20
F3 Following the Arrangement 20
F4 Following the Arrangement 20
Distribution of Share Certificates 20
Dissent Rights 21
Canadian Securities Laws Matters 21
U.S. Securities Laws Matters 22
Certain Canadian Income Tax Considerations 22
Certain U.S. Income Tax Considerations 22
Risk Factors 22
GENERAL VOTING INFORMATION 23
Persons Making this Solicitation of Proxies 23
Appointment of Proxyholders and Completion and Revocation of Proxies 23
Registered Shareholders 23
Beneficial Shareholders 24
Voting of Proxies 25
Revocation of Proxies 25
Quorum 26
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF 26
Voting Securities and Principal Holders Thereof 26
INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON 26
PARTICULARS OF MATTERS TO BE ACTED UPON 27
EXECUTIVE COMPENSATION. 27
Oversight and Description of Director and NEO Compensation 28
Employment, Consulting and Management Agreements 28
Termination and Change of Control Benefits 28
Executive and Employee Compensation Objectives and Philosophy 29
Compensation Review Process 29
Base Salary or Consulting Fees 29

 

 

Stock Based Compensation 29
Compensation Excluding Compensation Securities 30
Stock Options and Other Compensation Securities 31
Exercise of Compensation Securities by Directors and NEOs 32
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS 33
Management Contracts 33
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS 33
CORPORATE GOVERNANCE 33
General 33
Board of Directors 34
Directorships 34
Orientation and Continuing Education 34
Business Conduct 34
Nomination of Directors 34
Compensation 35
Other Board Committees 35
Assessments 35
AUDIT COMMITTEE 35
External Auditor Service Fees 36
THE ARRANGEMENT 36
General 36
Reasons for the Arrangement 36
Recommendation of the Board 37
Fairness of the Arrangement 37
Details of the Arrangement 37
Authority of the Board 40
Conditions to the Arrangement 40
Court Approval of the Arrangement 41
Shareholder Approval of the Arrangement 42
Proposed Timetable for the Arrangement 42
Distribution of Share Certificates 42
Cancellation of Rights after Six Years 43
Expenses of the Arrangement 43
Risk Factors Relating to the Arrangement 43
DISSENT RIGHTS 44
CERTAIN SECURITIES LAW MATTERS 46
Canadian Securities Laws 47
U.S. Securities Laws 47
MATERIAL INCOME TAX CONSIDERATIONS 48
Certain Canadian Federal Income Tax Considerations 48
CURRENCY 50
Holders Resident in Canada 50
Holders Not Resident in Canada 53
Certain United States Federal Income Tax Considerations 55
INFORMATION CONCERNING F4 POST-ARRANGEMENT 61
INFORMATION CONCERNING F3 POST-ARRANGEMENT 61
ADDITIONAL INFORMATION 61
OTHER MATTERS 62
DIRECTORS’ APPROVAL 62

 

 

(F3 URANIUM LOGO)

 

SCHEDULES

 

A - Arrangement Resolution
B - F4 Option Plan Resolution
C - F4 Equity Incentive Plan Resolution
D - Arrangement Agreement, including Plan of Arrangement
E - Interim Order
F - Notice of Hearing of Petition
G - Dissent Provisions of the Canada Business Corporations Act
H - Information Concerning F4 Post-Arrangement
I - F4 Audit Committee Charter
J - F4 Financial Statements
K - F4 Pro Forma Financial Statements
L - F4 Share Option Plan
M - F4 Equity Incentive Plan
N - Information Concerning F3 Post-Arrangement
O - F3 Annual Financial Statements and related MD&A
P - F3 Interim Financial Statements and related MD&A

- iii -

 

(F3 URANIUM LOGO)

 

NOTICE TO READERS

 

F3 Uranium Corp. (“F3” or the “Corporation”) is providing this Circular and a form of proxy in connection with management’s solicitation of proxies for use at the Meeting of the Corporation to be held on August 8, 2024, and at any postponements or adjournments thereof. References in this Circular to the Meeting include any adjournment(s) or postponement(s) that may occur. All capitalized terms used in this Circular (including the Schedules hereto) but not otherwise defined herein have the meanings set forth under “Glossary of Defined Terms”.

 

In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to forward the Corporation’s proxy solicitation materials to the beneficial owners of the F3 Shares held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so.

 

The Circular provides additional information respecting the business of the Meeting, F3, F4 and those companies’ directors and senior executive officers. This Circular is dated June 28, 2024 and, unless otherwise stated, the information in this Circular is as of such date. The Corporation will conduct its solicitation by mail and officers and employees of the Corporation may, without receiving special compensation, also telephone or make other personal contact. The Corporation will pay the cost of solicitation.

 

All references to financial results are based on the Corporation’s financial statements, prepared in accordance with International Financial Reporting Standards (“IFRS”).

 

No person has been authorized to give any information or to make any representation in connection with the Arrangement and any other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should not be considered to have been authorized by F3 or F4.

 

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation by proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

 

INFORMATION FOR U.S. SHAREHOLDERS

 

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

(F3 URANIUM LOGO)

 

The securities to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement described in this Circular have not been and will not be registered under the 1933 Act or any U.S. state securities laws, and are being issued and distributed, respectively, in reliance on the exemption from registration under the 1933 Act set forth in Section 3(a)(10) thereof and applicable exemptions provided under the securities laws of any state of the United States in which the Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs reside. Section 3(a)(10) of the 1933 Act provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the procedural and substantive fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. F3 expects the Court to issue the Interim Order on June 28, 2024 and, subject to the approval of the Arrangement by the Shareholders at the Meeting on August 8, 2024, it is expected that the hearing on the Arrangement will be held by the Court on August 13, 2024 at 9:45 a.m. (Vancouver time) at the Law Courts, 800 Smithe Street, Vancouver, British Columbia. All Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof with respect to the securities to be issued pursuant to the Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order. See “The Arrangement – Court Approval of the Arrangement” in this Circular.

 

The solicitation of proxies for the Meeting made pursuant to this Circular is not subject to the requirements applicable to proxy statements under the 1934 Act by virtue of an exemption applicable to foreign private issuers (as defined in Rule 3b-4 under the 1934 Act). The securities to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement described in this Circular will not be listed for trading on any U.S. stock exchange or registered under the 1934 Act. Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the 1933 Act and proxy statements under the 1934 Act.

 

The financial statements and historical financial information included or incorporated by reference in this Circular have been prepared based upon IFRS and are subject to Canadian auditing standards and auditor independence standards and thus are not comparable in all respects to financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and subject to standards of the Association of International Certified Professional Accountants. Likewise, information concerning the operations of F3 and F4 contained herein has been prepared based on IFRS disclosure standards, which are not comparable in all respects to U.S. disclosure standards.

 

The enforcement by investors of civil liabilities under U.S. securities laws may be adversely affected by the fact that F3 and F4 and certain of their respective subsidiaries are organized under the laws of jurisdictions outside the United States, that certain of their officers and directors are residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States and that a significant portion of the assets of F3 and F4 and their respective subsidiaries and substantially all of the assets of certain such persons are located outside the United States. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon F3 or F4, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

 

In addition, when used in respect of the projects in which F3 or F4 has an interest, the terms “mineral reserve” and “mineral resource” have been reported in accordance with Canadian reporting standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 (“NI 43-101”). U.S. reporting requirements are governed by subpart 1300 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-K (“S-K 1300”). Pursuant to S-K 1300, the SEC recognizes estimates of “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources.”

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In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding standards of NI 43-101. U.S. investors are cautioned that while the above terms are substantially similar to NI 43-101 standards, there are differences in the definitions and standards under the S-K 1300 and NI 43-101 standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Corporation may report as “proven mineral reserves,” “probable mineral reserves,” “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under NI 43-101 will be the same as the mineral reserve or mineral resource estimates under the standards adopted under S-K 1300. U.S. investors are also cautioned that while the SEC recognizes “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under S-K 1300, such investors should not assume that any part or all of mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater degree of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are caused not to assume that any “measured mineral resources,” “indicated mineral resources,” or “inferred mineral resources” that the Corporation reports are or will be economically or legally mineable.

 

The securities of F3 and F4 to be issued to Shareholders pursuant to the Arrangement will generally be freely transferable under U.S. federal securities laws, except by persons who are “affiliates” (as such term is understood under U.S. securities laws) of F3 and F4 after the Effective Date, or were “affiliates” of F3 and F4 within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such securities by such an affiliate (or former affiliate) may be subject to the registration requirements of the 1933 Act, absent an exemption therefrom. See “Certain Securities Law Matters – U.S. Securities Laws”.

 

Holders of F3 Options, F3 RSUs and F3 Warrants are advised that the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof for the issuance of F3 Replacement Options, F4 Options, New F3 RSUs and F4 RSUs in exchange for F3 Options and F3 RSUs, and the deemed amendment of the F3 Warrants, does not exempt the issuance of securities upon the exercise or vesting of such F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants. Therefore, the underlying F3 Shares and F4 Shares issuable upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs or F3 Warrants, if any, cannot be issued in the United States or to a person in the United States in reliance upon such exemption and can only be issued pursuant to an effective registration statement or pursuant to a then-available exemption from the registration requirements of the 1933 Act and applicable state securities laws, if any. F3 Shares and F4 Shares issued upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants outside the United States may be resold without registration under the 1933 Act, including through sales on the TSX Venture Exchange (“TSX-V”) if then available, in accordance with Regulation S under the 1933 Act.

 

FORWARD-LOOKING INFORMATION

 

This Circular includes and incorporates statements that are prospective in nature that constitute forward- looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Arrangement and the expected timing related thereto, the tax treatment of the Arrangement, the expected operations, financial results and condition of F3 and F4 following the Arrangement, each company’s future objectives and strategies to achieve those objectives, the future prospects of each company as an independent company, the listing or continued listing of F3 on the TSX-V, any market created for either company’s shares, the estimated cash flow, capitalization and adequacy thereof for each company following the Arrangement, the expected benefits of the Arrangement to, and resulting treatment of, Shareholders, holders of convertible securities and each company, the anticipated effects of the Arrangement, the fair market value of F4 Shares, the estimated costs of the Arrangement, the satisfaction of the conditions to consummate the Arrangement, as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events.

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Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management, management’s historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in or incorporated into this Circular, we have made certain assumptions with respect to, among other things, the anticipated approval of the Arrangement by Shareholders and the Court, the anticipated receipt of any required regulatory approvals and consents, the expectation that each of F3 and F4 will comply with the terms and conditions of the Arrangement Agreement, the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Arrangement Agreement, that no unforeseen changes in the legislative and operating framework for the respective businesses of F3 and F4 will occur, that each company will meet its future objectives and priorities, that each company will have access to adequate capital to fund its future projects and plans, that each company’s future projects and plans will proceed as anticipated, as well as assumptions concerning general economic and industry growth rates, commodity prices, currency exchange and interest rates and competitive intensity.

 

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to: conditions precedent or approvals required for the Arrangement not being obtained; the potential benefits of the Arrangement not being realized; the risk of tax liabilities as a result of the Arrangement, and general business and economic uncertainties and adverse market conditions; the potential for the trading price of New F3 Shares (if any) after the Arrangement being less than the trading price of F3 Shares immediately prior to the Arrangement; there being no current plan to list F4 Shares on any stock exchange; there being no established market for the F4 Shares; F4 Shares may not be “Qualified Investments” as defined in Canadian federal income tax law; F3’s ability to delay or amend the implementation of all or part of the Arrangement or to proceed with the Arrangement even if certain consents and approvals are not obtained on a timely basis; the reduced diversity of F3 and F4 as separate companies; the costs related to the Arrangement that must be paid even if the Arrangement is not completed; obtaining approvals and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the Arrangement; global financial markets, general economic conditions, competitive business environments, and other factors that may negatively impact F3’s financial condition; future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; and, the potential inability or unwillingness of current Shareholders to hold New F3 Shares and/or F4 Shares following the Arrangement.

 

For a further description of these and other factors that could cause actual results to differ materially from the forward-looking statements included in or incorporated into this Circular, see the risk factors discussed under “The Arrangement – Risk Factors Relating to the Arrangement” in this Circular and under the heading “Risk Factors” in Schedules “H” and “N”, as well as the risk factors included in F3’s management’s discussion and analysis for the year ended June 30, 2023 and for the interim nine month period ended March 31, 2024 and as described from time to time in the reports and disclosure documents filed by F3 with Canadian securities regulatory authorities, which are available under F3’s profile on SEDAR+ at www.sedarplus.ca. This list is not exhaustive of the factors that may impact F3’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue

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reliance on F3’s forward-looking statements. As a result of the foregoing and other factors, there can be no assurance that actual results will be consistent with these forward-looking statements.

 

All forward-looking statements included in or incorporated by reference into this Circular are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this Circular and, except as required by applicable law, neither F3 nor F4 undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Readers are cautioned that the actual results achieved will vary from the information provided herein and that such variations may be material. Consequently, there are no representations by F3 or F4 that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

 

TECHNICAL INFORMATION

 

Mark B. Mathisen, C.P.G is a Qualified Person under NI 43-101 and has approved the technical and scientific disclosure contained herein.

 

ACCOUNTING PRINCIPLES

 

The financial statements and historical financial information included or incorporated by reference in this Circular have been prepared based upon IFRS and are subject to Canadian auditing standards and auditor independence standards and thus are not comparable in all respects to financial statements prepared in accordance with U.S. GAAP and subject to standards of the Association of International Certified Professional Accountants. Likewise, information concerning the operations of F3 and F4 have been prepared based on IFRS disclosure standards, which are not comparable in all respects to U.S. disclosure standards.

 

GLOSSARY OF DEFINED TERMS

 

The following is a glossary of certain terms used in this Circular, including the summary hereof and the Schedules to the Circular.

 

1933 Act” means the U.S. Securities Act of 1933, as amended, and all rules and regulations thereunder.

 

1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder.

 

ACB” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of F3 Shares for New F3 Shares and F4 Shares”.

 

allowable capital loss” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

 

Arrangement” means the arrangement of F3 under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Plan of Arrangement or the Arrangement Agreement or made at the direction of the Court in the Final Order deemed acceptable to F3.

 

Arrangement Agreement” means the arrangement agreement dated June 4, 2024 between F3 and F4, a copy of which is attached as Schedule “D”, as it may be amended or modified from time to time.

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Arrangement Resolution” means the special resolution to be considered by the Shareholders at the Meeting to approve the Arrangement, and which shall be in, or substantially in, the form set out at Schedule “A”.

 

Articles” means the articles of incorporation of F3.

 

Articles of Arrangement” means the articles of arrangement of F3 to be filed with the Director in compliance with the CBCA after the Final Order is made, which shall be in form and content satisfactory to F3 and F4.

 

Audit Committee” has the meaning given to it under the heading “Audit Committee”.

 

Board” or “Board of Directors” means the board of directors of F3, as constituted from time to time.

 

Broadridge” means Broadridge Financial Solutions, Inc.

 

Business Day” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia, Canada.

 

CBCA” means the Canada Business Corporations Act, as amended.

 

CEO” has the meaning given to it under the heading “Election of Directors”.

 

Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement.

 

CFO” has the meaning given to it under the heading “Election of Directors”.

 

Chair of the Meeting” means the chair of the meeting, determined in accordance with the articles of incorporation of F3.

 

Change of Control” has the meaning given to it under the heading “Executive Compensation – Incentive Plan Awards – Termination and Change of Control Benefits.”

 

Charter” has the meaning given to it under the heading “Audit Committee – The Audit Committee’s Charter”.

 

Circular” means this management information circular dated June 28, 2024, together with all schedules, appendices and exhibits hereto, as amended, supplemented or otherwise modified from time to time.

 

Computershare” means Computershare Trust Company of Canada, at its offices in Vancouver, British Columbia, in its capacity as registrar and transfer agent of the F3 Shares.

 

COO” means chief operating officer.

 

Corporation” or “F3” means F3 Uranium Corp., a corporation existing under the CBCA.

 

Court” means the Supreme Court of British Columbia.

 

CRA” means the Canada Revenue Agency.

 

Depositary” means Computershare Investor Services Inc., or such other depositary as F3 may determine.

 

Director” means the Director as appointed under Section 260 of the CBCA.

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Dissent Rights” means the right of Registered Shareholders as of the Record Date to exercise a right of dissent pursuant to and in strict compliance with section 190 of the CBCA, as modified by the Interim Order, Plan of Arrangement and the Final Order.

 

Dissent Shares” means the F3 Shares held by Dissenting Shareholders in respect of which such Dissenting Shareholders have given Notice of Dissent.

 

Dissenting Resident Holder” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holder”.

 

Dissenting Shareholder” mean a Registered Shareholder as of the Record Date who duly and validly exercises Dissent Rights in respect of the Arrangement in strict compliance with section 190 of the CBCA, as modified by the Interim Order, Plan of Arrangement and the Final Order and who has not withdrawn or has been deemed to have withdrawn such exercise of such Dissent Rights.

 

Distribution Record Date” means the close of business on the last trading day on the TSX-V immediately prior to the Effective Date, which Distribution Record Date is currently expected to be on or about August 14, 2024, or such other date as the Board may determine.

 

DRS” means Direct Registration System.

 

Effective Date” means the effective date of the Arrangement as indicated on the Certificate of Arrangement, which shall be two Business Days following the date on which all of the conditions precedent to the completion of the Arrangement have been satisfied or waived in accordance with the Arrangement Agreement (other than conditions which cannot, by their terms, be satisfied until the Effective Date, but subject to satisfaction or waiver of such conditions as of the Effective Date) or such other date as may be mutually agreed by F3 and F4, and F3 and F4 shall execute a certificate confirming the Effective Date.

 

Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as may be mutually agreed by F3 and F4.

 

F3 Class A Shares” means the renamed and redesignated F3 Shares as described in §3.1(b)(i) of the Plan of Arrangement.

 

F3 Equity Incentive Plan” means the equity incentive plan of F3, as most recently approved by Shareholders on November 20, 2023, as amended from time to time.

 

F3 Option Plan” means the share option plan of F3, as most recently approved by Shareholders on November 20, 2023, as amended from time to time.

 

F3 Options” means options to purchase F3 Shares granted under the F3 Option Plan.

 

F3 Replacement Option” means an option to acquire a New F3 Share to be issued by F3 to the holders of F3 Options pursuant to the Plan of Arrangement.

 

F3 RSU” means restricted share units granted under the F3 Equity Incentive Plan.

 

F3 Shares” means the common shares without par value in the capital of F3, as constituted on the date hereof.

 

F3 Warrant” means the share purchase warrants of F3 exercisable to acquire F3 Shares, including warrants under the terms of which are deemed exercisable for F3 Shares, that are outstanding immediately prior to the Effective Time.

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F4” means F4 Uranium Corp., a corporation existing under the CBCA.

 

F4 Equity Incentive Plan” means the proposed equity incentive unit plan of F4, substantially in the form attached as Schedule “M” to this Circular, which is subject to disinterested shareholder approval.

 

F4 Equity Incentive Plan Resolution” means an ordinary resolution which will be considered by Shareholders to approve the F4 Equity Incentive Plan, the full text of which is set out in Schedule “C” to this Circular.

 

F4 Option” means options issued pursuant to the F4 Option Plan to purchase F4 Shares, including the F4 Options issued to holders of F3 Options pursuant to the Plan of Arrangement.

 

F4 Option Plan” means the proposed share option plan of F4, substantially in the form attached as Schedule “L” to this Circular, which is subject to Shareholder approval.

 

F4 Option Plan Resolution” means an ordinary resolution which will be considered by Shareholders to approve the F4 Option Plan, the full text of which is set out in Schedule “B” to this Circular.

 

F4 Properties” means the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake and Flowerdew Lake Properties.

 

F4 RSU” means restricted share units governed pursuant to the F4 Equity Incentive Plan.

 

F4 Shares” means no par value shares in the capital of F4.

 

FHSA” means a first home savings account.

 

Final Order” means the order made after application to the Court pursuant to section 192 of the CBCA, in a form acceptable to the parties, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended by the Court (with the consent of the parties each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the parties, each acting reasonably) on appeal.

 

Holder” has the meaning given to it under the heading “Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations”.

 

IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board from time to time.

 

In the Money Amount” at a particular time with respect to a F3 Option, F3 Replacement Option or F4 Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time.

 

Interim Order” means the order made after application to the Court pursuant to section 192 of the CBCA, in a form acceptable to the parties, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the parties, each acting reasonably, in respect of the Meeting and the Arrangement, a copy of which is attached as Schedule “E”.

 

Intermediary” means an intermediary with which a Non-Registered Shareholder may deal, including banks, trust companies, securities dealers or brokers and trustees or administrators of self-directed trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans (each, as defined in the Tax Act) and similar plans, and their nominees.

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IRS” has the meaning given to it under the heading “Material Income Tax Considerations - Certain U.S. Federal Income Tax Considerations.

 

Management Designees” has the meaning given to it under the heading “General Voting Information – Appointment of Proxyholders and Completion and Revocation of Proxies”.

 

Meeting” means the special meeting of Shareholders to be held August 8, 2024, and any adjournment(s) or postponement(s) thereof, held in order to, among other things, consider and, if thought fit, approve the Arrangement.

 

MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

 

Named Executive Officer” has the meaning given to it under the heading “Executive Compensation – Named Executive Officers”.

 

New F3 Shares” means the new class of common shares without par value which F3 will create and issue as described in §3.1(b)(ii) of the Plan of Arrangement and for which the F3 Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the F3 Shares.

 

NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

 

NI 52-110” means National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators.

 

NOBOs” has the meaning given to it under the heading “General Voting Information – Beneficial Shareholders”.

 

Non-Registered Shareholder” means a beneficial Shareholder whose F3 Shares are registered in the name of an Intermediary and not the name of the beneficial Shareholder.

 

Non-Resident Holder” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”.

 

Notice of Dissent” has the meaning given to it under the heading “Dissent Rights”.

 

Notice of Hearing of Petition” means the Notice of Hearing of Petition for the application to the Court for the Final Order, a copy of which is attached as Schedule “F”.

 

Notice of Meeting” means the notice of special meeting in respect of the Meeting.

 

Notice Shares” has the meaning given to it under the heading “Dissent Rights”.

 

OBOs” has the meaning given to it under the heading “General Voting Information – Beneficial Shareholders”.

 

Optionee” means the recipient of a F3 Option or F4 Option.

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Ordinary Resolution” has the meaning given to it under the heading “General Voting Information – Voting of Proxies”.

 

OTCQX Market” means the over-the-counter OTCQB Venture Market.

 

PFIC” has the meaning given to it under the heading “Material Income Tax Considerations - Certain U.S. Federal Income Tax Considerations.

 

Plan of Arrangement” means the plan of arrangement of F3, substantially in the form of Exhibit “I” to the Arrangement Agreement set forth in Schedule “D” hereto, and any amendments or variations thereto made in accordance with the Plan of Arrangement or upon the direction of the Court in the Final Order.

 

PLN Project” means the Patterson Lake North Property along with the Broach and Minto Properties.

 

Proposed Amendments” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations”.

 

PUC” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of F3 Shares for New F3 Shares and F4 Shares”.

 

RDSP” means a registered disability savings plan.

 

Record Date” means the record date for notice of and voting at the Meeting, being fixed as July 2, 2024.

 

Registered Plans” has the meaning given under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment – New F3 Shares and F4 Shares”.

 

Registered Shareholder” means a registered holder of F3 Shares.

 

Regulation S” means Regulation S promulgated under the 1933 Act.

 

Regulations” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations”.

 

Resident Holder” has the meaning given under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”.

 

RESP” means a registered education savings plan.

 

RRIF” means a registered retirement income fund.

 

RRSP” means a registered retirement savings plan.

 

RSU” means a right, granted to a participant under the Equity Incentive Plan that generally becomes vested, if at all, following a period of continuous employment of the participant with the Corporation.

 

SEC” means the U.S. Securities and Exchange Commission.

 

SEDAR+” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators, accessible at www.sedarplus.ca.

 

Share Exchange” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Exchange of F3 Shares for New F3 Shares and F4 Shares”.

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Shareholder” means a holder of F3 Shares at the applicable time.

 

Tax Act” means the Income Tax Act (Canada) as amended.

 

taxable capital gain” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

 

TFSA” means a tax-free savings account.

 

Treasury Regulations” has the meaning given to it under the heading “Material Income Tax Considerations - Certain U.S. Federal Income Tax Considerations”.

 

TSX-V” means the TSX Venture Exchange.

 

U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

 

VIF” has the meaning give to it under the heading “General Voting Information – Beneficial Shareholders – Non-Objecting Beneficial Owners”.

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QUESTIONS AND ANSWERS

 

The following briefly addresses some questions that you may have regarding the proposed spin-off by F3 of F4, pursuant to a court-approved plan of arrangement and certain other related matters described in this Circular. These answers are only a summary and are qualified in their entirety by the more detailed information that follows. In addition, they may not address all of the questions that may be important to you as a Shareholder. Accordingly, we urge you to review the more detailed information contained elsewhere in this Circular. Certain capitalized terms used below are defined in the Glossary of Terms. The cross- references included below are to the section identified in this Circular.

 

To ensure representation of your F3 Shares at the Meeting, whether or not you attend the Meeting, please complete, sign and return your proxy form or, if you are not a Registered Shareholder, please refer to question number 8 below for a description of the procedures to be followed to vote your F3 Shares.

 

1.What do I need to do to ensure that my F3 Shares are voted FOR the items listed in the Notice of Special Meeting, including FOR the Arrangement Resolution?

 

Your feedback and your vote are important to us. We have ensured that voting is easy and accessible. You can vote in person or by proxy at the Meeting, and by proxy on the internet, by phone, by fax or by mail. If you are a Registered Shareholder and are unable to attend the Meeting in person, we encourage you to vote by completing the enclosed proxy form. If you are a Non-Registered Shareholder and have received this letter and the Circular from your broker or another intermediary, please complete and return the proxy form or the voting instruction form provided to you in accordance with the instructions.

 

If you wish to vote in person at the Meeting, you do not need to complete or return the proxy form. Your vote will be taken and counted at the Meeting. Even if you plan to attend the Meeting, you may find it convenient to express your views in advance by completing and returning the proxy form. Completing, signing and returning your proxy form does not preclude you from attending the Meeting in person nor will it limit your right to vote in person if you attend the Meeting.

 

If you do not wish to attend the Meeting or do not wish to vote in person, your proxy will be voted for or against the resolutions in accordance with your instructions as specified thereon on any ballot that may be called at the Meeting. In the absence of such instructions, your F3 Shares will be voted FOR: (a) the approval of the Arrangement Resolution; (b) the approval of the F4 Option Plan Resolution; and (c) the approval of the F4 Equity Incentive Plan Resolution. Your proxy must be submitted on the internet, by phone, by fax or by mail and must be executed by the Registered Shareholder or by the Registered Shareholder’s attorney authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

 

On the other hand, if you are a Registered Shareholder as of the Record Date and wish to exercise your right to dissent in respect of the Arrangement, you must deliver your written notice of dissent to the Arrangement Resolution, which written notice of dissent must be received by F3 c/o Blake, Cassels & Graydon LLP, Suite 3500 – 1133 Melville Street, The Stack, Vancouver, British Columbia, V6E 4E5, at or prior to 10:00 a.m. (Vancouver time) on August 6, 2024 or, in the event of any adjournment or postponement of the Meeting, on the Business Day that is at least two Business Days before the date of the adjourned or postponed Meeting. Any failure to strictly comply with the Dissent Rights set out in the accompanying Circular may result in the loss or unavailability of your right of dissent. See “Dissent Rights”.

 

If your F3 Shares are not registered in your name, but are instead registered in the name of a broker, intermediary or nominee, please see question number 8 for voting instructions.

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2.Who is entitled to vote at the Meeting?

 

Shareholders as of the close of business on July 2, 2024, or their duly appointed proxies will be entitled to attend the Meeting or register to vote on all matters to be voted on at the Meeting.

 

3.Who is soliciting my proxy?

 

This Circular is furnished in connection with the solicitation, by or on behalf of the management of F3, of proxies to be used at the Meeting or at any adjournment(s) or postponement(s) thereof, to vote your F3 Shares FOR the Arrangement Resolution, FOR the F4 Option Plan Resolution and FOR the F4 Equity Incentive Plan Resolution. It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of F3 without special compensation, or by Computershare at nominal cost. The cost of solicitation will be borne by F3. Computershare is responsible for tabulation of proxies.

 

4.What do I do with my completed form of proxy?

 

Return the completed, dated and signed form of proxy in the enclosed envelope to the Corporation’s registrar and transfer agent, Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 so that it arrives not later than 10:00 a.m. (Vancouver time) on August 6, 2024 (unless such proxy submission deadline is waived by the Board), or, if the Meeting is adjourned or postponed, not later than 10:00 a.m. (Vancouver time) on the day which is two business days preceding the date of the adjourned or postponed Meeting. As well, Shareholders who received these materials through Computershare may vote via the Internet or by telephone by following the instructions provided on the form of proxy. A control number is provided on the proxy form for this purpose. All F3 Shares represented by a properly executed proxy received by Computershare prior to such time will be voted in accordance with your instructions as specified in the proxy, on any ballot that may be called at the Meeting.

 

5.How will my F3 Shares be voted if I return my proxy?

 

The persons named in the form of proxy will vote your F3 Shares in accordance with your instructions. In the absence of such instructions, however, your F3 Shares will be voted FOR the Arrangement Resolution, FOR the F4 Option Plan Resolution and FOR the F4 Equity Incentive Plan Resolution.

 

6.If I change my mind, can I take back my proxy once I have given it?

 

Yes. A Registered Shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, to or at the registered office of the Corporation not later than 10:00 a.m. (Vancouver time) on August 6, 2024 or, if the Meeting is adjourned or postponed, not later than 10:00 a.m. (Vancouver time) on the day which is two Business Days preceding the date of the adjourned or postponed Meeting, or with the chairman of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof.

 

Note that the participation by a Registered Shareholder in a vote by ballot at the Meeting would automatically revoke any proxy that has been previously given by the Registered Shareholder in respect of business covered by that vote.

 

A Non-Registered Shareholder who received these materials through an Intermediary should follow the instructions provided by the Intermediary.

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7.How can I contact F3’s transfer agent?

 

Computershare Trust Company of Canada
100 University Avenue 8th Floor,
Toronto, Ontario, Canada M5J 2Y1
Ph: 1-800-564-6253

 

8.If my F3 Shares are not registered in my name but are held in the name of an Intermediary (a bank, trust company, securities broker, trustee or otherwise), how do I vote my F3 Shares?

 

If you are a Non-Registered Shareholder who received these materials through Computershare, then follow the instructions set out in question number 4 above.

 

If you are a Non-Registered Shareholder who did not receive these materials through Computershare, there are, as discussed in the Circular, two ways that you can vote your F3 Shares held by your Intermediary. Applicable securities laws require your Intermediary to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive or have already received from your Intermediary either a request for voting instructions or a proxy form for the number of F3 Shares you own. Every Intermediary has its own signing and return instructions, which should be carefully followed by Non-Registered Shareholders to ensure that their F3 Shares are voted at the Meeting. Accordingly, for your F3 Shares to be voted for you, please follow the voting instructions provided by your Intermediary.

 

However, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or proxy form to appoint yourself as proxyholder and follow the signing and return instructions of your Intermediary. Non-Registered Shareholders who appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of Computershare. Do not otherwise complete the form sent to you as your vote will be taken and counted at the Meeting.

 

See “General Voting Information”.

 

9.What am I being asked to vote on at the Meeting?

 

Shareholders will be voting on the approval of the Arrangement Resolution which provides for, among other things, the distribution of F4 Shares amongst the Shareholders. Subject to the approval of the Arrangement Resolution, Shareholders will also be voting on the approval of the F4 Option Plan Resolution and the F4 Equity Incentive Plan Resolution which will establish, respectively, a share option plan and equity incentive plan for F4 which are substantially similar to those plans currently in place at F3. Further descriptions of the matters covered by each of these resolutions are contained in the sections entitled, “Particulars of Matters to be Acted Upon”, “The Arrangement”, “Approval of the F4 Option Plan” and “Approval of the F4 Equity Incentive Plan”.

 

For more information on the Arrangement, see “The Arrangement”; for a description of the F4 Option Plan, see the heading “Description of Share Capital – F4 Option Plan” in Schedule “H”; and for a description of the F4 Equity Incentive Plan, see the heading “Description of Share Capital – F4 Fixed Equity Incentive Plan” in Schedule “H”.

 

10.Why is the Arrangement being proposed?

 

The Arrangement will provide long-term option value for Shareholders. F4 will provide Shareholders with the opportunity to participate in the future success of the F4 Properties. The Board is recommending the Arrangement and believes it enhances the long-term prospects for both F3 and F4 and provides a number of benefits to Shareholders, including, among others:

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providing Shareholders with enhanced value by creating independent investment opportunities in a uranium-focused company;

 

enabling investors, analysts and other stakeholders or potential stakeholders to more accurately evaluate each company and compare the assets to appropriate peers;

 

providing each company with a sharper business focus, enabling them to pursue independent business and financing strategies best suited to their respective business plans;

 

enabling each company to pursue independent growth and capital allocation strategies; and

 

allowing each company to be led by experienced executives and directors who have experience in major uranium discoveries in the Athabasca Basin.

 

See “The Arrangement – Reasons for the Arrangement”.

 

11.What approvals are required for the Arrangement to become effective?

 

For the Arrangement to proceed, the Arrangement Resolution must be approved by at least 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, which Shareholders are entitled to one vote for each F3 Share held. The Arrangement is not subject to the minority approval requirements of MI 61-101.

 

As well as the necessary Shareholder approval, the principal approval required will be that of the Court, which, under the CBCA, must approve the Arrangement. It is expected that, assuming the requisite Shareholder approval is received at the Meeting, the hearing of the Court on the Arrangement will be held on August 13, 2024 at 9:45 a.m. (Vancouver time) at the Court in Vancouver, British Columbia. The Notice of Hearing of Petition for the application to the Court for the Final Order (the “Notice of Hearing of Petition”) in connection with the Final Order is included as Schedule “F”.

 

The completion of the Arrangement is also subject to other customary conditions. See “The Arrangement – Conditions to the Arrangement”.

 

12.What are the tax consequences to me if the Arrangement is effected?

 

Pursuant to Canadian federal income tax laws, a Shareholder (other than a Dissenting Shareholder) who exchanges F3 Shares for New F3 Shares and F4 Shares pursuant to the Arrangement will be deemed to have received a taxable dividend equal to the amount, if any, by which the fair market value of the F4 Shares distributed to the Shareholder pursuant to the Share Exchange at the time of the Share Exchange exceeds the “paid-up capital” (as defined in the Tax Act) of the Shareholder’s F3 Shares determined at that time. However, the Corporation expects that the fair market value of all F4 Shares distributed pursuant to the Share Exchange under the Arrangement will not exceed the paid-up capital of the F3 Shares. Accordingly, the Corporation does not expect that any Shareholder will be deemed to receive a taxable dividend on the Share Exchange.

 

Further, a Shareholder (other than a Dissenting Shareholder) who is resident in Canada and exchanges F3 Shares for New F3 Shares and F4 Shares will also realize a capital gain equal to the amount, if any, by which the fair market value of those F4 Shares at the effective time of the Share Exchange, less the amount of any taxable dividend deemed to be received by the Shareholder as described in the preceding paragraph, exceeds the “adjusted cost base” (as defined in the Tax Act) of the Shareholder’s F3 Shares determined immediately before the Share Exchange.

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A Shareholder (other than a Dissenting Shareholder) who is not a resident of Canada for the purpose of the Tax Act and who holds his or her F3 Shares as capital property will not be subject to tax under the Tax Act on any capital gain arising unless such Shareholder’s F3 Shares constitute “taxable Canadian property”.

 

For a more detailed description of the Canadian federal income tax consequences to Shareholders as a result of the Arrangement, see the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations”. Shareholders should consult their own tax advisors with respect to their particular circumstances.

 

For a description of the U.S. federal income tax consequences to Shareholders as a result of the Arrangement, see the section of the Circular entitled “Certain U.S. Federal Income Tax Considerations”. Shareholders should consult their own tax advisors with respect to their particular circumstances.

 

13.When is the Arrangement likely to occur?

 

It is presently anticipated that, if all required approvals are obtained and other conditions fulfilled, the Arrangement will become effective on or about August 15, 2024. The Board may, however, decide to delay or not to proceed with the Arrangement, even if all required approvals and consents are obtained.

 

14.If the Arrangement is effected, what do Shareholders receive?

 

Shareholders of record as of the close of business on the Business Day immediately preceding the Effective Date will receive, for each one F3 Share held, one New F3 Share and one-tenth of a F4 Share. See “The Arrangement – Proposed Timetable for the Arrangement”.

 

15.If the Arrangement is effected, what do Shareholders need to do in order to receive the New F3 Shares and F4 Shares to which they are entitled?

 

Concurrently with the mailing of the Circular, F3 will mail the Letter of Transmittal to Registered Shareholders, which will be used to exchange their certificates representing F3 Shares for share certificates representing the New F3 Shares and certificates representing the F4 Shares.

 

Upon the Arrangement becoming effective and surrender to the Depositary for cancellation of a certificate or other entitlement which immediately prior to the Effective Time represented outstanding F3 Shares together with a Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, certificates or a Direct Registration System Advice (“DRS Advice”) representing that number (rounded down to the nearest whole number) of F3 Shares and F4 Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate will be cancelled. A Letter of Transmittal accompanies this Circular.

 

Until exchanged, each certificate representing F3 Shares will, after the Effective Time, represent only the right to receive, upon surrender, certificates representing the requisite numbers of New F3 Shares and F4 Shares. Shareholders will not receive any fractional F4 Shares.

 

Pursuant to the Plan of Arrangement, Registered Shareholders who fail to submit a duly completed Letter of Transmittal and all other documents required by the Depositary and surrender their F3 Shares within six years of the Effective Time will no longer have the right to receive New F3 Shares and F4 Shares and will not receive any compensation in lieu thereof.

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16.When must I be a Shareholder in order to receive F4 Shares?

 

You must be a shareholder of record as of the close of business on the Business Day immediately preceding the Effective Date.

 

Any Shareholder who duly exercises Dissent Rights and, following the dissent process set forth in section 190 of the CBCA, as modified by the Interim Order, Plan of Arrangement and the Final Order, is ultimately entitled to be paid the fair value for his, her or its F3 Shares, will instead be entitled to the fair value of such shares and will not receive New F3 Shares or F4 Shares. See “Dissent Rights.

 

17.What will be the impact of the Arrangement on the market price and trading of my F3 Shares?

 

Management of F3 cannot predict the short-term impact of the Arrangement on the market price and trading of F3 Shares but believes that splitting F3 into two companies, one focused on advancing the F4 Properties and the other capturing additional long-term value through the PLN Project is in the best long-term interest of Shareholders. Shareholders will hold an interest in two separate companies. Subject to certain exceptions, the New F3 Shares will remain freely tradable securities upon completion of the Arrangement and will continue trading on the TSX-V under the symbols “FUU” and on the United States OTCQX Market as “FUUFF”. See “The Arrangement” and “Certain Securities Law Matters”.

 

18.Who should I contact if I have questions regarding the Arrangement?

 

Answers to many of your questions may be found in the accompanying Circular. If after reviewing the Circular you have questions about voting your proxy, please contact Computershare at 1-800-564-6253. If you have questions about the Arrangement, please contact the Corporation at 1-844-484-8030. In addition, you may wish to consult your financial, tax and/or legal advisors.

 

19.How can I get more information about F4 and its assets?

 

Additional information about F4, its assets and its business strategy can be found by contacting the Corporation at 778-484-8030.

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SUMMARY

 

The following is a summary of the principal features of the Arrangement and certain other matters and should be read together with the more detailed information and financial statements contained elsewhere in this Circular, including the schedules hereto. Capitalized terms not otherwise defined in this summary are defined in the Glossary of Defined Terms or elsewhere in this Circular. This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere in this Circular.

 

THE MEETING

 

F3 has fixed July 2, 2024 as the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting. The Meeting will be held at 750 – 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2 on Thursday August 8, 2024, at 10:00 a.m. (Vancouver time).

 

At the Meeting, Shareholders will be asked to consider the following special meeting matters:

 

approving, with or without amendment, the Arrangement Resolution; and

 

subject to the approval of the Arrangement Resolution, approving the F4 Option Plan and the F4 Equity Incentive Plan.

 

By passing the Arrangement Resolution, Shareholders will also be giving authority to the Board to use its best judgment to proceed with and cause F3 to complete the Arrangement in the event of any variation of, or amendments to, the Arrangement Agreement or Plan of Arrangement without any requirement to seek or obtain any further approval of the shareholders.

 

For further information on voting F3 Shares at the Meeting, see the section entitled “General Voting Information”. For a description of the F4 Option Plan, please refer to Schedule “H” or the full text of the F4 Option Plan in Schedule “L”. For a description of the F4 Equity Incentive Plan, please refer to Schedule “H” or the full text of the F4 Equity Incentive Plan in Schedule “M”.

 

THE ARRANGEMENT

 

The purpose of the Arrangement and the related transactions is to reorganize F3 into two separate companies: (a) F3, a publicly-traded uranium exploration company focused on advancing the PLN Project, and (b) F4, a private uranium exploration company focused on advancing the F4 Properties. The Arrangement would result in, among other things, participating Shareholders holding, immediately following completion of the Arrangement, all of the outstanding New F3 Shares and F4 Shares in proportion to their holdings of F3 Shares at the Effective Time. For a summary of the steps of the Arrangement and related transactions, see the section entitled “The Arrangement – Details of the Arrangement”.

 

REASONS FOR THE ARRANGEMENT

 

The Board believes that the creation of two separate companies will provide a number of benefits to F3, F4 and the Shareholders, including: Unlocking value for Shareholders by allowing better capital allocation to the F4 properties and prevent Shareholder dilution for non-PLN Project exploration activity.

 

See further details under the section entitled “The Arrangement – Reasons for the Arrangement”.

 

RECOMMENDATION OF THE BOARD

 

The Board, having reviewed the Plan of Arrangement and related transactions and considered, among other things, the reasons for the Arrangement, has unanimously determined that the Arrangement is in the best interests of F3 and the Shareholders. The Board has unanimously approved the Arrangement and the transactions contemplated thereby and unanimously recommends that Shareholders vote FOR the Arrangement Resolution and, subject to approval of the Arrangement Resolution, that Shareholders vote FOR the F4 Option Plan Resolution and FOR the F4 Equity Incentive Plan Resolution.

 

See further details under the section entitled “The Arrangement – Recommendation of the Board”.

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FAIRNESS OF THE ARRANGEMENT

 

The Arrangement was determined to be fair to the Shareholders by the Board based upon the following factors, among others:

 

the procedures by which the Arrangement will be approved, including the requirement for (i) approval at the Meeting by at least 66⅔% of the votes cast by Shareholders in person or by proxy; and (ii) approval by the Court after a hearing at which the fairness of the Arrangement will be considered;

 

each Shareholder at the Effective Time (other than Dissenting Shareholders) will participate in the Arrangement such that each Shareholder will hold, upon completion of the Arrangement, the same proportionate interest in F3 and F4 that such Shareholder held in F3 immediately prior to the Arrangement;

 

each holder of F3 Options, F3 RSUs and/or F3 Warrants at the Effective Time will receive the same proportionate interest in F3 and F4 that such securityholder held in F3 immediately prior to the Arrangement; and

 

the opportunity for Shareholders who are opposed to the Arrangement, upon compliance with certain conditions, have the ability to exercise Dissent Rights under the CBCA, as modified by the Interim Order, Plan of Arrangement and the Final Order.

 

See further details under the section entitled “The Arrangement – Fairness of the Arrangement”.

 

CONDITIONS TO CLOSING

 

The Arrangement will be subject to the satisfaction or waiver, as applicable, of certain conditions, including the following:

 

the Arrangement Resolution must be approved by: at least 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, which Shareholders are entitled to one vote for each F3 Share held;

 

the Arrangement must be approved by the Court and the Final Order obtained in a form and substance satisfactory to F3; and

 

all other consents, orders and approvals that are required, necessary or desirable for the completion of the Arrangement must have been obtained or received, each in a form and substance acceptable to F3.

 

See further details under the section entitled “The Arrangement – Conditions to the Arrangement”.

 

COURT APPROVAL

 

The Arrangement requires approval of the Court pursuant to section 192 of the CBCA. Prior to mailing this Circular, F3 obtained the Interim Order, which provides for the calling and holding of the Meeting, Dissent Rights and certain other procedural matters. A copy of the Interim Order is attached as Schedule “E”.

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Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, F3 intends to make an application to the Court for the Final Order on August 13, 2024 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard at the Court house at 800 Smithe Street, Vancouver, British Columbia or at any other date and time as the Court may direct. At the hearing, any Shareholder or other interested party who wishes to participate or be represented or present arguments or evidence must file and serve a response to petition no later than 4:00 p.m. (Vancouver time) on August 9, 2024 along with any other documents required, all as set out in the Interim Order and Notice of Hearing of Petition, copies of which are attached as Schedule “E” and “F”, respectively, and satisfy any other requirement of the Court.

 

The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit.

 

See further details under the section entitled “The Arrangement – Court Approval of the Arrangement”.

 

EFFECTIVE DATE

 

Upon receipt of the Final Order, F3 will announce by news release the proposed Effective Date of the Arrangement, which is expected to be on or about August 15, 2024. The record date for determining the Shareholders entitled to participate in the Arrangement will be the Effective Date.

 

STOCK EXCHANGE LISTINGS

 

The F3 Shares are currently listed and traded on the TSX-V under the symbol “FUU” and on the United States OTCQX Market as “FUUFF”.

 

F3 FOLLOWING THE ARRANGEMENT

 

Following completion of the Arrangement, F3 will continue to focus on advancing the PLN Project, while F4 will allow shareholders to capture additional long-term value through the F4 Properties. F3’s near-term focus will continue to be the advancement of the 100% owned PLN Project.

 

Following completion of the Arrangement, the New F3 Shares will continue to be traded on the TSX-V.

 

For a more detailed description of F3 following the completion of the Arrangement, see Schedule “N”.

 

F4 FOLLOWING THE ARRANGEMENT

 

F4 is expected to operate as an exploration company focused on advancing the F4 Properties. There are no immediate plans to apply for listing of the F4 Shares on any stock exchange.

 

For a more detailed description of F4 following the completion of the Arrangement, see Schedule “H”.

 

DISTRIBUTION OF SHARE CERTIFICATES

 

Concurrently with the mailing of the Circular, F3 will mail the Letter of Transmittal to Registered Shareholders, which will be used to exchange their certificates representing F3 Shares for share certificates representing the New F3 Shares and certificate representing the F4 Shares.

 

Upon the Arrangement becoming effective and surrender to the Depositary for cancellation of a certificate or other entitlement which immediately prior to the Effective Time represented outstanding F3 Shares together with a Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, certificates or a DRS Advice representing that number (rounded down to the nearest whole number) of F3 Shares and F4 Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate will be cancelled. A Letter of Transmittal accompanies this Circular.

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Until exchanged, each certificate representing F3 Shares will, after the Effective Time, represent only the right to receive, upon surrender, certificates representing the requisite numbers of New F3 Shares and F4 Shares. Shareholders will not receive any fractional F4 Shares.

 

Shareholders who fail to submit their certificates representing F3 Shares together with a duly completed Letter of Transmittal and any other documents required by the Depositary on or before the sixth anniversary of the Effective Date will cease to have any right or claim against or interest of any kind or nature in F3 or F4. Accordingly, persons who tender certificates for F3 Shares after the sixth anniversary of the Effective Date will not receive any New F3 Shares or F4 Shares, will not own any interest in F3 or F4 and will not be paid any cash or other compensation in lieu thereof.

 

DISSENT RIGHTS

 

The Interim Order provides that each Registered Shareholder as of the Record Date may exercise Dissent Rights in accordance with section 190 of the CBCA as modified by the Plan of Arrangement, the Interim Order and the Final Order in respect of the Arrangement. Each Dissenting Shareholder is entitled to be paid the fair value of all, but not less than all, of the holder’s F3 Shares, provided that the holder duly dissents to the Arrangement Resolution and the Arrangement becomes effective.

 

To exercise Dissent Rights, Registered Shareholders as of the Record Date must provide written notice to F3 c/o Blake, Cassels & Graydon LLP., Suite 3500 – 1133 Melville Street, The Stack, Vancouver, BC, Canada, V6E 4E5 at or before 10:00 a.m. (Vancouver time) on August 6, 2024 (or on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting) in the manner described under the heading “Dissent Rights”. If a Registered Shareholder exercises Dissent Rights in strict compliance with the section 190 of the CBCA, as modified by the Interim Order, the Plan of Arrangement, and the Arrangement is completed, such Dissenting Shareholder is entitled to be paid the “fair value” of the F3 Shares with respect to which Dissent Rights were exercised, as calculated immediately before the passing of the Arrangement Resolution. Only Registered Shareholders are entitled to exercise Dissent Rights. Beneficial Shareholders who wish to exercise Dissent Rights must cause each Registered Shareholder holding their F3 Shares to deliver the required notice of dissent or, alternatively, make arrangements to become Registered Shareholders. Shareholders should carefully read the section of this Circular entitled “Dissent Rights” and consult with their advisors if they wish to exercise Dissent Rights. Any failure to fully comply with the provisions of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order in respect of the Arrangement, may result in a loss of that holder’s Dissent Rights.

 

CANADIAN SECURITIES LAWS MATTERS

 

F3 is a reporting issuer in the following jurisdictions in Canada: British Columbia and Alberta. The F3 Shares currently trade on the TSX-V in Canada.

 

After the Arrangement, F4 will be a reporting issuer in British Columbia and Alberta. There are no immediate plans to apply for listing of the F4 Shares on any stock exchange.

 

The distribution of the F4 Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from prospectus requirements of Canadian securities legislation. With certain exceptions, the F4 Shares may generally be resold in each of the provinces of Canada provided the trade is not a “control distribution” as defined in National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling security holder is an insider or officer of F4, the insider or officer has no reasonable grounds to believe that F4 is in default of securities legislation.

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See further details under the section entitled “Certain Securities Law Matters – Canadian Securities Laws”.

 

U.S. SECURITIES LAWS MATTERS

 

The securities to be issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement will not be registered under the 1933 Act or the securities laws of any state of the United States and will be distributed in reliance upon the exemption from registration provided by Section 3(a)(10) of the 1933 Act and available exemptions from applicable state registration requirements. The securities issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement will generally not be subject to resale restrictions under U.S. federal securities laws for persons who are not affiliates of F3 or F4 following the Arrangement or within 90 days prior to the Arrangement.

 

See further details under the section entitled “Certain Securities Law Matters – U.S. Securities Laws”.

 

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

 

A summary of certain Canadian federal income tax considerations for Shareholders who participate in the Arrangement is set out under the heading “Certain Canadian Federal Income Tax Considerations”.

 

Shareholders should carefully review the tax considerations applicable to them under the Arrangement and are urged to consult their own legal, tax and financial advisors in regard to their particular circumstances.

 

CERTAIN U.S. INCOME TAX CONSIDERATIONS

 

A summary of certain U.S. federal income tax considerations for Shareholders who participate in the Arrangement is set out under the heading “Certain U.S. Federal Income Tax Considerations”.

 

Shareholders should carefully review the tax considerations applicable to them under the Arrangement and are urged to consult their own legal, tax and financial advisors in regard to their particular circumstances.

 

RISK FACTORS

 

Shareholders should be aware that there are various known and unknown risk factors in connection with the Arrangement and the ownership of New F3 Shares and F4 Shares following the completion of the Arrangement. Shareholders should carefully consider the risks identified in this Circular under the heading “The Arrangement Risk Factors Relating to the Arrangement” and under the heading “Risk Factors” in Schedules “H” and “N” before deciding whether or not to approve the Arrangement Resolution.

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GENERAL VOTING INFORMATION

 

PERSONS MAKING THIS SOLICITATION OF PROXIES

 

In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to forward the Corporation’s proxy solicitation materials to the beneficial owners of the F3 Shares held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so.

 

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

 

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons named in the enclosed proxy (the “Management Designees”) have been selected by the directors of the Corporation.

 

A Shareholder has the right to designate a person (whom need not be a Shareholder) other than the Management Designees to represent them at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of Proxy and delivering the same to the transfer agent of the Corporation. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and provide instructions on how the shareholder’s shares are to be voted. The nominee should bring personal identification with them to the Meeting. To be valid, the proxy must be dated and executed by the Shareholder, or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy).

 

REGISTERED SHAREHOLDERS

 

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

 

(a)completing, dating and signing the enclosed form of proxy and returning it to the Corporation’s transfer agent, Computershare, by mail at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada, M5J 2Y1, attention Proxy Department; by fax within North America at 1-866-249-7775, outside North America at (416) 263-9524; or by mail or by hand to 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada, V6C 3B9;

 

(b)using a touch-tone phone to transmit voting choices to a toll-free number. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed form of Proxy for the toll-free number, the holder’s account number and the Proxy access number; or

 

(c)using the internet through the website of the Corporation’s transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed form of proxy for the holder’s account number and the Proxy access number.

 

In all cases, the proxy must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. Proxies received after that time may be accepted by the Chair of the Meeting at the Chair of the Meeting’s discretion, and the Chair of the Meeting is under no obligation to accept late proxies.

23

 

BENEFICIAL SHAREHOLDERS

 

The information set forth in this section is of significant importance as many Shareholders do not hold F3 Shares in their own name.

 

Only Shareholders whose names appear on the records of the Corporation as the registered holders of F3 Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are Non-Registered Shareholders, because the F3 Shares they own are not registered in their names but instead registered in the name of an Intermediary, including a nominee such as a brokerage firm through which they purchased the F3 Shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as the Canadian Depository for Securities Limited. If you purchased your F3 Shares through a broker, you are likely a Non-Registered Shareholder.

 

In accordance with securities regulatory policy, the Corporation has distributed copies of the Meeting materials, being the Notice of Meeting, this Circular and the form of proxy, to Intermediaries for distribution to Non-Registered Shareholders.

 

Intermediaries are required to forward the Meeting materials to Non-Registered Shareholders to seek their voting instructions in advance of the Meeting. F3 Shares held by Intermediaries can only be voted in accordance with the instructions of the Non-Registered Shareholder. The Intermediaries often have their own voting instruction form instead of a Proxy, have their own mailing procedures and provide their own return instructions. If you wish to vote by Proxy, you should carefully follow the instructions from your Intermediary to ensure that your shares are voted at the Meeting.

 

If you, as a Non-Registered Shareholder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or Proxy provided by the Intermediary and you should return the form to the Intermediary in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

 

There are two kinds of Non-Registered Shareholders: those who object to their identity being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not (called “NOBOs” for Non-Objecting Beneficial Owners).

 

Non-Objecting Beneficial Owners

 

The Corporation is relying on the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form (“VIF”) from Computershare. The VIF is to be completed and returned to Computershare as set out in the instructions provided on the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the F3 Shares represented by the VIFs they receive. These Shareholder materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address, and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

 

By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) carrying out your voting instructions. Please return your VIF as specified in the request for voting instructions sent to you.

24

 

Objecting Beneficial Owners

 

Beneficial Shareholders who are OBOs should follow the instructions of their Intermediary carefully to ensure their shares are voted at the Meeting. We have elected to pay for intermediaries to distribute these materials to Beneficial Shareholders who are OBOs under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. The form of proxy supplied to you by your Intermediary will be similar to the proxy provided to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the Intermediary on how to vote your F3 Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a VIF in lieu of the form of proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s proxy to represent your F3 Shares at the Meeting. You have the right to appoint a person (who need not be a Shareholder, and who can be yourself), other than any of the persons designated in the VIF, to represent your F3 Shares at the Meeting. To exercise this right, insert the name of the desired representative, who may be you, in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile, or provided to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting and the appointment of any Shareholder’s representative. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to have your shares voted or to have an alternate representative duly appointed to attend and vote your shares at the Meeting.

 

VOTING OF PROXIES

 

The Board of Directors has set July 2, 2024, as the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting. Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder (representing a registered Shareholder or unregistered Shareholder) having one vote, unless a poll is required or requested, whereupon each such Shareholder and/or proxyholder is entitled to one vote for each F3 Share held or represented. Each Shareholder may instruct their proxyholder how to vote their F3 Shares by completing the blanks on the proxy. All F3 Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the F3 Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the matters set out therein.

 

The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of the Corporation.

 

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a “special resolution” in which case a majority of 66⅔% of the votes cast will be required.

 

REVOCATION OF PROXIES

 

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a Registered Shareholder personally attending at the Meeting and voting their F3 Shares. A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the Registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a company, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Corporation’s registrar and transfer agent at the foregoing address or the head office of the Corporation at Suite 750 – 1620 Dickson Street, Kelowna, British Columbia, Canada, V1Y 9Y2 at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediary to revoke the proxy on their behalf.

25

 

QUORUM

 

Under the Corporation’s current By-Laws, the quorum for the transaction of business at a Meeting of shareholders is two persons present, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, holding or representing by proxy not less than 25% of the voted entitled to be cast at the Meeting.

 

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

 

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

 

The Corporation is authorized to issue an unlimited number of F3 Shares without par value. As of the date hereof there were 493,352,709 F3 Shares issued and outstanding, each carrying the right to one vote per share.

 

The Board has fixed July 2, 2024, as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only Shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting.

 

To the knowledge of management of F3, no person, firm or company will beneficially own, control or direct, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of F3 immediately following the Effective Time other that as set out below.

 

As of the date hereof, the directors and executive officers of the Corporation, as a group, owned beneficially, directly or indirectly, or exercised control or direction over, approximately 16,248,880 F3 Shares representing approximately 3.29% of the issued F3 Shares.

 

INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

 

Except as set out herein, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than approval of the F4 Option Plan or approval of the F4 Equity Incentive Plan.

26

 

PARTICULARS OF MATTERS TO BE ACTED UPON

 

1.Approval of the Arrangement

 

Shareholders will be asked to approve the Arrangement Resolution, the full text of which is attached as Schedule “A” to the Circular for a statutory arrangement under section 192 of the CBCA which involves, among other things, the distribution of F4 Shares to Shareholders of the Corporation on the basis of one-tenth of a F4 Share for each F3 Share held, as more fully described in the Circular. See “The Arrangement” below.

 

2.Approval of the F4 Option Plan

 

As the F3 Option Plan will not carry forward to F4, if the Arrangement Resolution is approved at the Meeting, Shareholders will also be asked to consider and, if thought appropriate, pass the F4 Option Plan Resolution. See “Description of Share Capital” in Schedule “H”. Management unanimously recommends a vote “FOR” in respect of the F4 Option Plan Resolution.

 

At the Meeting, assuming the Arrangement Resolution is approved, Shareholders will be asked to pass an ordinary resolution, with or without amendment, in substantially the form set forth in Schedule “B”.

 

Unless otherwise directed, it is the intention of the Management Designees, if named as proxyholder, to vote in favour of the approval of the F4 Option Plan Resolution and to, without further Shareholder approval, make such changes to the F4 Option Plan as may be required or approved by regulatory authorities.

 

3.Approval of the F4 Equity Incentive Plan

 

As the F3 Equity Incentive Plan will not carry forward to F4, if the Arrangement Resolution is approved at the Meeting, disinterested Shareholders will also be asked to consider and, if thought appropriate, pass the F4 Equity Incentive Plan Resolution. See “Description of Share Capital” in Schedule “H”. Management unanimously recommends a vote “FOR” in respect of the F4 Equity Incentive Plan Resolution.

 

At the Meeting, assuming the Arrangement Resolution is approved, disinterested Shareholders will be asked to pass an ordinary resolution, with or without amendment, in substantially the form set forth in Schedule “C”. Based on the present shareholdings of the insiders to whom F4 RSUs may be granted under the F4 Equity Incentive Plan and their associates, a total of up to 1,339,796 F4 Shares will be excluded from voting on the F4 Equity Incentive Plan Resolution, representing 2.76% of the issued and outstanding F3 Shares as of the Record Date.

 

Unless otherwise directed, it is the intention of the Management Designees, if named as proxyholder, to vote in favour of the approval of the F4 Equity Incentive Plan Resolution and to, without further Shareholder approval, make such changes to the F4 Equity Incentive Plan as may be required or approved by regulatory authorities.

 

EXECUTIVE COMPENSATION

 

Unless otherwise noted the following information is for the Corporation’s last completed financial year ended June 30, 2023.

 

In this section “Named Executive Officer” (“NEO”) means the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total compensation was more than $150,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year.

 

Devinder Randhawa, Chairman and Chief Executive Officer, Raymond Ashley, President and Director and Ryan Cheung, Chief Financial Officer are each an “NEO” of the Corporation for the purposes of the following disclosure.

27

 

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

 

The Corporation has a Compensation Committee composed of the following Board members: John DeJoia (Chair), Terrence Osier and Laurie Thomas. The Compensation Committee is in charge of the responsibilities relating to executive and director compensation, including reviewing, and recommending to the Board Directors’ compensation of the Corporation’s officers and employees and evaluating the performance of officers generally and in light of annual goals and objectives.

 

The entire Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Corporation.

 

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

 

The Corporation does not presently have any arrangements with any external management company to provide executive management services to the Corporation. Management functions of the Corporation are substantially performed by directors or senior officers of the Corporation.

 

TERMINATION AND CHANGE OF CONTROL BENEFITS

 

Other than as set forth below, the Corporation does not have any plan, contracts, or arrangements in place with any NEO that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive), as a result of resignation, retirement, change of control, etc. or if his / her responsibilities change following a change of control.

 

On May 1, 2023, the Corporation entered into a consulting services agreement with Midland Management Ltd. (“Midland Management”) pursuant to which Midland Management will provide services to the Corporation related to executive management, strategic corporate planning and third party engagement (the “Midland Consulting Agreement”). If there is a Change of Control (as defined below) of the Corporation and the Midland Consulting Agreement is terminated by the Corporation within 60 days of a Change of Control or Midland Management terminates the Midland Consulting Agreement by giving written notice to the Corporation within 180 days of becoming aware of the Change of Control having occurred, the Corporation will pay to Midland Management a lump sum of the annual fee of $108,000, and the average of the annual bonuses or other cash incentive payments, if any, paid by the Corporation to Midland Management for the calendar year immediately preceding the year in which the termination date occurs. Additionally, upon termination of the Midland Consulting Agreement by the Corporation, the Corporation shall pay to Midland Management any bonus fees owing to Midland Management immediately prior to the termination of the Midland Consulting Agreement, and all stock options granted to Midland Management, or previously to Ryan Cheung in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

 

On May 15, 2023, as amended on August 1, 2023, the Corporation entered into a consulting services agreement with RD Capital Inc. (“RD Capital”) pursuant to which RD Capital will provide services to the Corporation related to executive management, strategic corporate planning and third-party engagement (the “RD Consulting Agreement”). If there is a Change of Control (as defined below) of the Corporation and the RD Consulting Agreement is terminated by the Corporation within 60 days of a Change of Control or RD Capital terminates the RD Consulting Agreement by giving written notice to the Corporation within 60 days of becoming aware of the Change of Control having occurred, the Corporation will pay to RD Capital two times the annual fee of $400,000 or such higher annual fee as at the date of termination, two times the bonus fee, as determined by applicable executive bonus plans, based on the average of the previous three years of bonus fees multiplied by two, or, if termination occurs before three calendar years, the total of the bonus fees payable in the previously full calendar year multiplied by two. Additionally, upon termination of the RD Consulting Agreement by the Corporation, the Corporation shall pay to RD Capital any bonus fees owing to RD Capital immediately prior to the termination of the RD Consulting Agreement, and all stock options granted to RD Capital, or previously to Devinder Randhawa in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

28

 

Pursuant to an employment agreement (the “Employment Agreement”) with Raymond Ashley (the “Mr. Ashley”), if there is a Change of Control of the Corporation and the Employment Agreement is terminated by the Corporation within 60 days of a Change of Control or Mr. Ashley terminates the Employment Agreement by giving written notice to the Corporation within 60 days of becoming aware of the Change of Control having occurred, the Corporation will pay to Mr. Ashley two times the annual fee or such higher annual fee as at the date of termination, two times the bonus fee, as determined by applicable executive bonus plans, based on the average of the previous three years of bonus fees multiplied by two, or, if termination occurs before three calendar years, the total of the bonus fees payable in the previously full calendar year multiplied by two. Additionally, upon termination of the Employment Agreement by the Corporation, the Corporation shall pay to Mr. Ashley any bonus fees owing to Mr. Ashley immediately prior to the termination of the Employment Agreement, and all stock options granted to Mr. Ashley, or previously to Mr. Ashley in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

 

A Change of Control shall mean (i) at least 50% in fair-market value of all the assets of the Corporation are sold; (ii) there is direct or indirect acquisition by a person or group of persons of voting securities of the Corporation, that in aggregate with those voting securities held by such person or group of persons, constitutes 50% or more of the outstanding voting securities of the Corporation; (iii) a majority of the Board’s nominees for election are not elected at any annual or special meeting of shareholders of the Corporation; (iv) a liquidation, dissolution or winding up of the Corporation occurs; or (v) the amalgamation, merger or arrangement of the Corporation with another entity, other than Fission Uranium Corp., where the shareholders of the Corporation immediately prior to the transaction will hold less than 50.1% of the voting securities of the resulting entity.

 

EXECUTIVE AND EMPLOYEE COMPENSATION OBJECTIVES AND PHILOSOPHY

 

The primary objectives of the Corporation’s executive compensation program are to attract, motivate and retain highly trained, experienced and committed executive officers who have the necessary skills, education, experience and personal qualities required to manage the Corporation’s business for the benefit of its shareholders, and to align their success with that of the shareholders.

 

COMPENSATION REVIEW PROCESS

 

When determining executive compensation, the Board will review the compensation policies of companies engaged in businesses similar to the Corporation’s. Although the Corporation has not obtained any industry reports regarding compensation, at the appropriate time the Board will review publicly available information with respect to compensation paid to the executives of companies that are also engaged in the acquisition, exploration and development of oil and gas properties.

 

In setting the base compensation levels for individuals, consideration will be given to objective factors such as the level of responsibility, experience and expertise, as well as subjective factors such as leadership and contribution to corporate performance. Fees will be reviewed annually and adjustments may be made based upon corporate and personal performance, market conditions and the level of responsibility attributed to specific executives.

 

BASE SALARY OR CONSULTING FEES

 

Salaries or Consulting Fees: Future base executive compensation, in the form of salaries or consulting fees, will provide a fixed level of compensation for discharging the specific duties and responsibilities of the executive. The Board recognizes that the size of the Corporation may prohibit executive compensation from matching those of larger companies in the industry. The Board also believes that long-term equity interests, in the form of options (described above), will compensate for lower base fees. This compensation strategy is similar to the strategies of many other companies within the Corporation’s peer group.

 

STOCK BASED COMPENSATION

 

Under the terms of the Corporation’s F3 Option Plan, the Board or a committee of the Board may grant incentive stock options to the Corporation’s directors, officers, employees and consultants to purchase F3 Shares. The purpose of options is to provide a direct long-term incentive to improve shareholder value over time. The level of grant is determined by reference to standards of practice within the junior mining industry and the individual’s level of responsibility within the Corporation. The Corporation does not have a program or regular annual grant of options. When determining options to be allocated, several factors are considered, including the number of outstanding options held by an individual, the value of such options, and the total number of options available for granting.

29

 

COMPENSATION EXCLUDING COMPENSATION SECURITIES

 

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation or its subsidiary, to each NEO and director of the Corporation, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Corporation for services provided and for services to be provided, directly or indirectly, to the Corporation or its subsidiary.

 

Name and
Position
Year
ended
June
30
Salary,
consulting
fee,
retainer
or
commissio n
($)
Bonus
($)
Committee
or
meeting
fees
($)
Value of
perquisites
($)
Value of
all
other
compen-
sation(2)
($)
Total
compen-
sation
($) (1)
Devinder Randhawa,
CEO, Director
2023 266,667 403,500 25,500 Nil Nil 695,667
2022 220,000 45,000 21,038 Nil Nil 286,038
Ryan Cheung
CFO
2023 108,000 30,000 Nil Nil Nil 138,000
2022 91,500 10,000 Nil Nil Nil 101,500
Raymond Ashley(2),
President, Director
2023 162,885 280,000 2,500 Nil Nil 445,384
2022 N/A N/A N/A N/A N/A N/A
Sam Hartmann(3)
VP Exploration
2023 64,615 120,000 N/A Nil Nil 184,615
2022 N/A N/A N/A N/A N/A N/A
Jamie Bannerman(4),
VP Corp Development
2023 164,298 105,000 N/A Nil Nil 269,298
2022 N/A N/A N/A N/A N/A N/A
John DeJoia(5),
Director
2023 Nil Nil 8,921 Nil Nil 8,921
2022 N/A N/A N/A N/A N/A N/A
Terrence Osier(6),
Director
2023 Nil Nil 8,921 Nil Nil 8,921
2022 N/A N/A N/A N/A N/A N/A
Laurie Thomas(7),
Director
2023 N/A N/A N/A N/A N/A N/A
2022 N/A N/A N/A N/A N/A N/A
Ross McElroy(8),
former Director, former COO
2023 Nil 24,000 21,250 Nil Nil 45,250
2022 Nil 10,000 20,500 Nil Nil 30,500
Steven Cochrane(9),
Former Director
2023 Nil Nil 10,000 Nil Nil 10,000
2022 Nil 10,000 18,000 Nil Nil 28,000
Nicky Grant(10),
Former Director
2023 Nil 6,000 16,000 Nil Nil 22,000
2022 N/A N/A N/A N/A N/A N/A
Chris Hilditch(11),
Former Director
2023 Nil Nil 3,071 Nil Nil 3,071
2022 N/A N/A N/A N/A N/A N/A
Phil Morehouse(12),
Former Director
2023 Nil Nil 2,000 Nil Nil 2,000
2022 Nil 10,000 21,750 Nil Nil 31,750

 

Notes:

 

(1)Received for service as director.

 

(2)Mr. Ashley was appointed to the board on April 4, 2023, and as President on April 11, 2023.

 

(3)Mr. Hartmann was appointed as VP of Exploration on April 5, 2023.

 

(4)Mr. Bannerman was appointed as VP of Corp Development on April 5, 2023.

 

(5)Mr. DeJoia was appointed to the board on April 4, 2023.

 

(6)Mr. Osier was appointed to the board on April 4, 2023.

 

(7)Subsequent to the Corporation’s year end, Ms. Thomas was appointed to the board on September 23, 2023.

 

(8)Mr. McElroy resigned as COO on February 23, 2021, and as a director May 14, 2023.

 

(9)Mr. Cochrane was appointed as director on October 19, 2021, and resigned effective November 7, 2022.

 

(10)Nicky Grant was appointed to the Board on August 3, 2022, and subsequently resigned on April 4, 2023.

 

(11)Mr. Hilditch was appointed to the Board on February 14, 2023, and resigned on April 4, 2023.

 

(12)Mr. Morehouse resigned from the board of directors on August 3, 2022.

30

 

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

 

Particulars of compensation securities granted or issued to each NEO and director in the most recently completed financial year of June 30, 2023, for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries are set out in the table below:

 

Name and
Position
Type of
compen-
sation
security
Number of
compensation
securities,
number of
underlying
securities, and
percentage of
class
Date of
issue or
grant
(mm/dd/yy)
Issue,
conversion
or exercise
price
(CA$)
Closing
price of
security or
underlying
security on
date of
grant
(CA$)
Closing
price
of security
or
underlying
security at
year end
(CA$)
Expiry
date
(mm/dd/yy)
Devinder Randhawa,
CEO, Chairman and Director
Stock options 200,000
150,000
500,000
340,000
1,800,000
1,450,000
600,000
1,500,000
2019-03-15
2019-03-15
2018-10-25
2018-10-25
2021-09-02
2021-10-14
2022-03-08
2023-04-06
$0.12
$0.12
$0.19
$0.19
$0.12
$0.16
$0.20
$0.33
$0.105
$0.105
$0.195
$0.195
$0.13
$0.20
$0.20
$0.34
$0.10
$0.10
$0.10
$0.10
$0.075
$0.075
$0.075
$0.34
2024-03-15
2024-03-15
2023-10-25
2023-10-25
2026-09-02
2026-10-14
2027-03-08
2028-04-06
RSU 10,272,618 2022-12-22 -- -- -- 2025-01-01
Raymond Ashley
President, Director
Stock options 220,000
100,000
650,000
500,000
350,000
1,350,000
2018-10-25
2019-03-15
2021-09-02
2021-10-12
2022-03-08
2023-04-06
$0.195
$0.12
$0.13
$0.20
$0.19
$0.34
$0.195
$0.105
$0.12
$0.16
$0.20
$0.33
$0.10
$0.10
$0.075
$0.075
$0.075
$0.34
2023-10-25
2023-03-15
2024-09-02
2026-10-12
2027-03-08
2028-04-06
RSU 4,300,000 2022-12-21 -- -- -- 2025-01-01
John DeJoia
Director
Stock options 100,000 2023-04-10 $0.33 $0.34 $0.34 2028-04-06
Terrence Osier,
Director
Stock options 100,000 2023-04-10 $0.33 $0.34 $0.34 2028-04-06
Ryan Cheung,
CFO
Stock options 250,000
150,000
250,000
105,000
2021-09-02
2021-10-14
2022-03-09
2023-04-06
$0.12
$0.16
$0.20
$0.33
$0.13
$0.20
$0.20
$0.34
$0.075
$0.075
$0.075
$0.34
2026-09-02
2026-10-14
2027-03-09
2028-04-06
RSU 500,000 2022-12-21 -- -- -- 2026-01-01
Sam Hartmann(1),
VP of Explorations
Stock options 200,000
100,000
480,000
2021-10-12
2022-03-08
2023-04-06
0.20
0.19
0.34
0.16
0.20
0.33
0.075
0.075
0.34
2026-10-12
2027-03-08
2028-04-06
RSU 533,333 2022-12-21 -- -- -- 2025-01-01

31

 

Name and
Position
Type of
compen-
sation
security
Number of
compensation
securities,
number of
underlying
securities,
and
percentage of
class
Date of
issue or
grant
(mm/dd/yy)
Issue,
conversion
or exercise
price
(CA$)
Closing
price of
security or
underlying
security on
date of
grant
(CA$)
Closing
price
of security
or
underlying
security at
year end
(CA$)
Expiry
date
(mm/dd/yy)
Jamie Bannerman(2),
VP Corp.
Development
Stock options 50,000
400,000
275,000
250,000
250,000
2019-03-15
2021-09-02
2021-10-14
2022-03-09
2023-04-06
$0.12
$0.12
$0.16
$0.20
$0.33
$0.105
$0.13
$0.20
$0.20
$0.34
$0.105
$0.13
$0.20
$0.20
$0.34
2024-03-15
2026-09-02
2026-10-14
2027-03-09
2028-04-06
RSU 1,000,000 2022-12-22 -- -- -- 2025-01-01
Phil Morehouse(3),
Director
RSU 466,667 2022-12-21 -- -- -- 2025-01-01

 

 

Notes:

 

(1)Mr. Hartman exercised 265,000 F3 Options and 266,667 RSU’s during the period of this circular.

 

(2)Mr. Bannerman exercised 150,000 Options during the period of this circular.

 

(3)Mr. Morehouse resigned from the board of directors on August 3, 2022 but remains a consultant.

 

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

 

The following compensation securities were exercised by NEOs or director of F3 in the most recently completed financial year ended June 30, 2023:

 

Name and
Position
Type of
compen-
sation
security
Number of
underlying
securities
exercised
Exercise
Price per
security
Date of
exercise
Closing
price of
security
on date of
exercise
(CA$)
Difference
between
exercise
price and
closing
price on
date of
exercise
(CA$)
Total value
on exercise
date (CA$)
Ross McElroy,
Former Director
Stock options 320,000 $0.12 2023-03-29 $0.39 $0.27 $124,800
Steven Cochrane,
Former Director
Stock options 333,333 $0.12 2023-01-04 $0.39 $0.27 $129,999

32

 

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

The following table sets forth aggregated information as at the record date of July 2, 2024, with respect to the F3 Option Plan, which, together with the RSU Plan, are the only compensations plan under which equity securities of the Corporation are authorized for issuance to employees or nonemployees such as directors and consultants:

 

Plan Category Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(C$)
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a)
(c))
Equity compensation plans approved by shareholders(1) 42,854,541
10% option plan
33,202,377 RSUs
$0.40 6,480,730
10% option plan
1,137,449 RSUs
Equity compensation plans not approved by shareholders Nil N/A N/A
Total 76,056,918   7,618,179

 

Note:

 

(1)The Option Plan provides that the aggregate number of securities reserved for issuance under the Option Plan may not exceed 10% of the issued and outstanding shares of the Corporation at the time of granting Options.

 

MANAGEMENT CONTRACTS

 

Except as disclosed herein, there are no management functions of the Corporation, which are to any substantial degree performed by a person or company other than the directors or senior officers of the Corporation.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

Except as disclosed below and herein, no informed person (as defined in National Instrument 51-102 - Continuous Disclosure Obligations) or director of the Corporation and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Corporation or any of its subsidiaries.

 

Certain directors and officers of F3 are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations to other engaged companies in the resource sector may give rise to conflicts of interest from time to time. As a result, opportunities provided to a director of F3 may not be made available to F3 but, rather, may be offered to a company with competing interests. The directors and senior officers of F3 are required by law to act honestly and in good faith with a view to the best interests of F3 and to disclose any personal interest which they may have in any project or opportunity of F3, and to abstain from voting on such matters.

 

The directors and officers of F3 are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosure by the directors of conflicts of interest and F3 will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers.

 

CORPORATE GOVERNANCE

 

GENERAL

 

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of management who are appointed by the Board and charged with the day-to-day management of the Corporation. The Canadian Securities Administrators (“CSA”) have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA has implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

33

 

BOARD OF DIRECTORS

 

Form 58-101F1 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Corporation. “Material relationship” is defined as a relationship that could, in the view of the Corporation’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

 

Three of the five directors of the Corporation are independent. Mr. John DeJoia, Mr. Terrence Osier and Ms. Laurie Thomas are considered to be independent directors since they are independent of management and free from any material relationship with the Corporation. Mr. Devinder Randhawa is not considered to be “independent”, within the meaning of NI 52-110, as a result of his current position as CEO and Chairman, officers or other material relationships, with the Corporation. Mr. Raymond Ashley is not considered to be “independent”, within the meaning of NI 52-110, as a result of his position as President of the Corporation.

 

The Board regularly reviews executive compensation and the grant of stock options.

 

To facilitate the directors of the Corporation functioning independent of management, where appropriate, during regularly scheduled meetings, non-independent directors and members of management are excluded from certain discussions.

 

DIRECTORSHIPS

 

The following directors of the Corporation are currently serving on board of directors of other reporting companies (or equivalent) as set out below:

 

Name of Director Name of reporting company
Devinder Randhawa Genesis AI Corp.
Shine Minerals Corp.
Strathmore Plus Uranium Corp.
John DeJoia Strathmore Plus Uranium Corp.

 

ORIENTATION AND CONTINUING EDUCATION

 

When new directors are appointed, they receive orientation commensurate with their previous experience and on the responsibilities of directors. Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

 

BUSINESS CONDUCT

 

The Board has found that the fiduciary duties placed on individual directors by applicable law, and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the Director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

 

NOMINATION OF DIRECTORS

 

The Compensation Committee determines compensation for the directors and executive officers and is comprised of three (3) directors.

34

 

The Corporation’s compensation philosophy for executives continues to follow three underlying principles:

 

(i)to provide a compensation package that encourages and motivates performance;

 

(ii)to be competitive with other companies of similar size and scope of operations so as to attract and retain talented executives; and

 

(iii)to align the interests of its executive officers with the long-term interests of the Corporation and its securityholders through stock-related programs.

 

When determining compensation policies and individual compensation levels for executive officers, the Compensation Committee takes into consideration a variety of factors. These factors include overall financial and operating performance of the Corporation, the Compensation Committee and the Board’s overall assessment of each executive’s individual performance and contribution towards meeting corporate objectives, levels of responsibility, length of service and industry comparables.

 

Executive compensation is comprised primarily of a base salary and participation in the F3 Option Plan, restricted share units (“RSUs”), and may also consist of bonuses and other perquisites which are awarded on an occasional basis.

 

The salary for each executive officer’s position is primarily determined having regard for the incumbent’s responsibilities, individual performance factors, overall corporate performance, and the assessment of such individual as presented by management to the Board and the Compensation Committee. The salary is intended to provide the executive officer with a compensation level competitive with base salaries within the industry. Executive officers benefit from improved performance of the Corporation almost entirely through their participation in the F3 Option Plan and from time to time by the receipt of bonuses.

 

COMPENSATION

 

The Board determines compensation for the directors, the President, CFO and the CEO upon recommendation of the Compensation Committee. See “Compensation of Executive Officers and Directors” for more information about the Corporation’s process of determining compensation.

 

OTHER BOARD COMMITTEES

 

Committees of the Board are an integral part of the Corporation’s governance structure. At the present time, the Corporation has no standing committees other than the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

 

ASSESSMENTS

 

The board has not, as yet, established procedures to formally review the contributions of individual directors. At this point, the directors believe that the board’s current size facilitates informal discussion and evaluation of members’ contributions within that framework.

 

AUDIT COMMITTEE

 

The Audit Committee is responsible for the Corporation’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Corporation’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Corporation’s external auditors.

 

The Audit Committee also assists the Board in fulfilling its responsibilities by reviewing the Corporation’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the Corporation’s financial strategies, its financing plans and its use of the equity and debt markets.

35

 

The current members of the Audit Committee are Laurie Thomas (Chair), Terrence Osier, and John DeJoia are all considered independent pursuant to NI 52-110. All members of the Audit Committee are financially literate. More detailed Audit Committee disclosure as required under National Instrument 52-110 Audit Committees, is contained in the Corporation’s annual information form dated March 20, 2024 (the “AIF”), which is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

 

EXTERNAL AUDITOR SERVICE FEES

 

In the following table, “Audit Fees” are fees billed by the Corporation’s external auditors for services provided in auditing the Corporation’s annual financial statements for the subject year. “Audit-related Fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements. “Tax Fees” are billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “All Other Fees” are fees billed by the auditors for products and services not included in the foregoing categories.

 

The fees paid by the Corporation to its auditors in each of the last two (2) financial years, by category, are as follows:

 

Auditor Financial Year
Ending June 30
Audit Fees(1) Audit Related Fees(2) Tax fees(3) All other
fees(4)
Charlton & Company 2023
2022
$63,732
$29,859
Nil
Nil
Nil
Nil
Nil
Nil

Notes:

 

(1)The aggregate audit fees billed.

 

(2)The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements that are not included under the heading “Audit Fees”.

 

(3)The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

 

(4)The aggregate fees billed for products and services other than as set out under the headings “Audit Fees”, “Audit Related Fees” and “Tax Fees”.

 

THE ARRANGEMENT

 

GENERAL

 

The purpose of the Arrangement is to reorganize F3 and its assets and operations into two separate companies: F3 and F4.

 

REASONS FOR THE ARRANGEMENT

 

The Board believes that the creation of two separate companies will provide a number of benefits to F3, F4 and the Shareholders, including:

 

allowing shareholders to continue to benefit from the advancement of the 100% owned PLN Project; and

 

providing shareholders with the ability to fully benefit from the future development of the F4 Properties through share ownership in F4.

36

 

In view of the factors and information considered in connection with their evaluation of the Arrangement, the Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching their conclusions and recommendations. In addition, individual members of the Board may have given different weights to different factors or items of information.

 

RECOMMENDATION OF THE BOARD

 

The Board approved the Arrangement and recommended and authorized the submission of the Arrangement to the Shareholders and the Court for approval. The Board has concluded that the Arrangement is in the best interests of F3 and its Shareholders and recommends that Shareholders vote FOR the Arrangement Resolution proposed to be passed at the Meeting.

 

In reaching this conclusion, the Board considered, among other things, the benefits to F3 and its Shareholders, as well as the financial position, opportunities and outlook for the future potential and operating performance of F3 and F4, respectively.

 

FAIRNESS OF THE ARRANGEMENT

 

The Arrangement was determined to be fair to the Shareholders by the Board based upon the following factors, among others:

 

the procedures by which the Arrangement will be approved, including the requirement for: (i) approval at the Meeting by at least 66⅔% of the votes cast by Shareholders in person or by proxy; and (ii) approval by the Court after a hearing at which the fairness of the Arrangement will be considered;

 

each Shareholder at the Effective Time (other than Dissenting Shareholders) will participate in the Arrangement such that each Shareholder will hold, upon completion of the Arrangement, the same proportionate interest in F3 and F4 that such Shareholder held in F3 immediately prior to the Arrangement;

 

each holder of F3 Options, F3 RSUs and/or F3 Warrants at the Effective Time will receive the same proportionate interest in F3 and F4 that such securityholder held in F3 immediately prior to the Arrangement; and

 

the opportunity for Shareholders who are opposed to the Arrangement, upon compliance with certain conditions, to exercise Dissent Rights under section 190 of the CBCA, as modified by the Interim Order, the Plan of Arrangement and the Final Order.

 

DETAILS OF THE ARRANGEMENT

 

The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Exhibit “I” to the Arrangement Agreement attached as Schedule “D” to this Circular. Shareholders are urged to carefully read the Plan of Arrangement in its entirety.

 

At the Effective Time and pursuant to the Plan of Arrangement, the following transactions, among others, will occur and will be deemed to occur sequentially in the following order:

 

Each F3 Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights shall be directly transferred and assigned by such Dissenting Shareholder to F3, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their F3 Shares by F3;

37

 

The authorized share structure of F3 will be reorganized and altered by:

 

renaming and redesignating all of the issued and unissued F3 Shares as F3 Class A Shares; and

 

creating the New F3 Shares, with rights and restrictions identical to those of the F3 Shares immediately prior to the Effective Time;

 

F3’s Articles will be amended to reflect the above alterations to its share structure;

 

Each F3 Option then outstanding to acquire one F3 Share shall be deemed to be exchanged for:

 

one F3 Replacement Option to acquire one New F3 Share having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of a New F3 Share at the Effective Time divided by the total of the fair market value of a New F3 Shares and the fair market value of one-tenth of a F4 Share at the Effective Time; and

 

one F4 Option to acquire one-tenth of a F4 Share, each whole F4 Option having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of one-tenth of a F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time,

 

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the F3 Replacement Option and the F4 Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the F3 Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 Option.

 

Each F3 RSU then outstanding to acquire one F3 Share shall be deemed to be exchanged for:

 

one new F3 RSU acquire one New F3 Share, each new F3 RSU issuable having a value equal to the fair market value of a New F3 Share at the Effective Time; and

 

one F4 RSU to acquire one-tenth of a F4 Share, each F4 RSU having a value equal to the fair market value of one-tenth of a F4 Share at the Effective Time.

 

The Board will define the fair market value of the F4 Shares, acting in good faith, prior to the Effective Date. As F4 has no liabilities, the Board’s determination of fair market value will be calculated by dividing the fair market value by the 49,335,270 F4 Shares expected to be outstanding on the Effective Date. The Board has received a valuation to support its determination of fair market value.

 

Each F3 Warrant outstanding will be deemed to be amended to entitle the holder thereof to receive, upon due exercise of the F3 Warrant, for the original exercise price:

 

one New F3 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time; and

 

one-tenth of a F4 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time.

 

F4 will upon receipt of written notice from F3 from time to time issue, as directed by F3, that number of F4 Shares as may be required to satisfy the exercise of F3 Warrants.

38

 

F3 will, as agent for F4, collect and pay to F4 an amount for each one-tenth of a F4 Share so issued that is equal to the exercise price under the F3 Warrant multiplied by the fair market value of one-tenth of a F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time.

 

each issued and outstanding F3 Class A Share outstanding on the Distribution Record Date shall be exchanged for: (i) one New F3 Share; and (ii) one-tenth of a F4 Share, the holders of the F3 Class A Shares will be re-moved from the central securities register of F3 as the holders of such and will be added to the central securities register of F3 as the holders of the number of New F3 Shares that they have received on the exchange set forth in this §3.1(g) of the Plan of Arrangement, and the F4 Shares transferred to the then holders of the F3 Class A Shares will be registered in the name of the former holders of the F3 Class A Shares and F3 will provide F4 and its registrar and transfer agent notice to make the appropriate entries in the central securities register of F4;

 

all of the issued F3 Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of F3, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New F3 Shares will be equal to that of the F3 Shares immediately prior to the Effective Time less the fair market value of the F4 Shares distributed pursuant to §3.1(h) of the Plan of Arrangement;

 

the F3 Class A Shares, none of which will be issued or outstanding once the steps in §3.1(g) to §3.1(h) of the Plan of Arrangement are completed, will be cancelled and the authorized share structure of F3 will be changed by eliminating the F3 Class A Shares; and

 

the Articles of F3 shall be amended to reflect the alterations in §3.1(i).

 

No fractional F4 Shares shall be distributed to the Shareholders and no fractional F4 Options shall be distributed to the holders of F3 Options, and, as a result, all fractional amounts arising under the Arrangement shall be rounded down to the next whole number without any compensation therefor. Any F4 Shares not distributed as a result of so rounding down shall be cancelled by F4.

39

 

The effect of the Arrangement can be summarized by the following diagrams:

 

Structure immediately prior to the Arrangement:

 

(FLOW CHAT)

 

Structure following completion of the Arrangement:

 

(FLOW CHAT)

 

AUTHORITY OF THE BOARD

 

By passing the Arrangement Resolution, the Shareholders will also be giving authority to the Board to use its judgment to proceed with and cause F3 to complete the Arrangement or to abandon the Arrangement without any requirement to seek or obtain any further approval of the Shareholders.

 

The Arrangement Resolution also provides that the terms of the Plan of Arrangement may be amended by the Board before or after the Meeting without further notice to Shareholders, unless directed by the Court. Although the Board has no current intention to amend the terms of the Plan of Arrangement, it is possible that the Board may determine that certain amendments are appropriate, necessary or desirable.

 

CONDITIONS TO THE ARRANGEMENT

 

The Arrangement Agreement provides that the consummation of the Arrangement will be subject to the fulfilment or waiver of certain conditions, including the following:

 

the Interim Order shall have been granted in form and substance satisfactory to F3;

40

 

the Arrangement Resolution shall have been approved by the requisite majority of Shareholders at the Meeting;

 

the Final Order shall have been obtained in form and substance satisfactory to each of F3 and F4;

 

the TSX-V shall have conditionally approved the Arrangement, including the listing of the F3 Class A Shares in substitution for the F3 Shares, the delisting of the F3 Class A Shares and, in substitution therefor, the listing of the New F3 Shares issuable under the Arrangement, as of the Effective Date, subject to compliance with the requirements of the TSX-V;

 

all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders, required, necessary or desirable for the completion of the Arrangement will have been obtained or received, each in form acceptable to each of F3 and F4;

 

there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by the Plan of Arrangement;

 

no law, regulation or policy will have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the income tax laws of Canada, which would reasonably be expected to have a material adverse effect on any of F3, the Shareholders or F4 if the Arrangement if completed;

 

Shareholders shall not have exercised Dissent Rights with respect to greater than 5% of the outstanding F3 Shares; and

 

the Arrangement Agreement will not have been terminated as provided for therein.

 

If any of the conditions set forth in the Arrangement Agreement are not fulfilled or performed, on or prior to the Effective Time, F3 may terminate the Arrangement Agreement or waive, in its discretion, the applicable condition in whole or in part. As soon as practicable after the fulfilment (or waiver) of the conditions contained in the Arrangement Agreement, the Board intends to cause a copy of the Final Order and the Articles of Arrangement to be filed with the Director under the CBCA, together with such other material as may be required by the Director in order that the Arrangement will become effective.

 

Management of F3 expects that any material consents, orders and approvals required for the completion of the Arrangement will be obtained prior to the Effective Date in the ordinary course upon application therefor.

 

COURT APPROVAL OF THE ARRANGEMENT

 

The Arrangement requires the approval of the Court under the CBCA. Prior to mailing this Circular, F3 obtained the Interim Order authorizing the calling and holding of the Meeting and providing for certain other procedural matters. The Interim Order is attached as Schedule “E”. The Notice of Hearing of Petition in respect of the Final Order is attached as Schedule “F”.

 

If the Shareholders approve the Arrangement Resolution at the Meeting, F3 intends to make an application to the Court for the Final Order on August 13, 2024 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard at the Court house at 800 Smithe Street, Vancouver, British Columbia or at any other date and time as the Court may direct. At the hearing, any Shareholder or other interested party who wishes to participate or be represented or present arguments or evidence must file and serve a response to petition no later than 4:00 p.m. (Vancouver time) on August 9, 2024 along with any other documents required, all as set out in the Interim Order and Notice of Hearing of Petition, copies of which are attached as Schedule “E” and “F”, respectively, and satisfy any other requirement of the Court.

41

 

The Court has broad discretion under the CBCA when making orders in respect of arrangements, and the Court may approve the Arrangement as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks appropriate. The Court, in hearing the application for the Final Order, will consider, among other things, the procedural and substantive fairness of the terms and conditions of the Arrangement to Shareholders. The Court will be advised prior to the hearing for the Final Order that if the terms and conditions of the Arrangement are approved by the Court, such approval will be relied upon in seeking an exemption from the registration requirements of the 1933 Act, pursuant to Section 3(a)(10) thereof, with respect to the offer and sale of the securities to be issued or distributed pursuant to the Arrangement.

 

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the Notice of Hearing of Petition attached as Schedule “F” to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

 

SHAREHOLDER APPROVAL OF THE ARRANGEMENT

 

Subject to any further order(s) of the Court, the Arrangement must be approved by at least 66⅔% of the votes cast by Shareholders present, in person or by proxy, and entitled to vote at the Meeting. The Arrangement is not subject to the minority approval requirements of MI 61-101.

 

In the absence of any instruction to the contrary, the F3 Shares represented by proxies appointing the management designees named in the form of proxy will be voted in favour of the Arrangement Resolution.

 

PROPOSED TIMETABLE FOR THE ARRANGEMENT

 

The anticipated timetable for the completion of the Arrangement and the key dates proposed are as follows:

 

Meeting: August 8, 2024
Final Court Approval: August 13, 2024
Effective Date: August 15, 2024
   

Notice of the actual Effective Date will be made through one or more news releases issued by F3. The Board will determine and Effective Date upon satisfaction or waiver of the conditions to the Arrangement.

 

DISTRIBUTION OF SHARE CERTIFICATES

 

Concurrently with the mailing of the Circular, F3 will mail the Letter of Transmittal to Registered Shareholders, which will be used to exchange their certificates representing F3 Shares for share certificates representing the New F3 Shares and certificate representing the F4 Shares.

 

Upon the Arrangement becoming effective and surrender to the Depositary for cancellation of a certificate or other entitlement which immediately prior to the Effective Time represented outstanding F3 Shares together with a Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, certificates or a DRS Advice representing that number (rounded down to the nearest whole number) of F3 Shares and F4 Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate will be cancelled. A Letter of Transmittal accompanies this Circular.

 

Until exchanged, each certificate representing F3 Shares will, after the Effective Time, represent only the right to receive, upon surrender, certificates representing the requisite numbers of New F3 Shares and F4 Shares. Shareholders will not receive any fractional F4 Shares.

42

 

Any fractional F4 Shares will be rounded down to the nearest whole number and Shareholders will not receive any compensation in lieu thereof.

 

CANCELLATION OF RIGHTS AFTER SIX YEARS

 

Any certificate which immediately prior to the Effective Time represented F3 Shares and which has not been surrendered with all other documents required by the Depositary, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in either F3 or F4. Accordingly, persons who tender certificates for F3 Shares after the sixth anniversary of the Effective Date will not receive New F3 Shares or F4 Shares, will not own any interest in F3 or F4 and will not be paid any cash or other compensation in lieu thereof.

 

EXPENSES OF THE ARRANGEMENT

 

The costs relating to the Arrangement, including, without limitation, financial advisory, accounting and legal fees, will be borne by F3.

 

RISK FACTORS RELATING TO THE ARRANGEMENT

 

The following risk factors should be considered by Shareholders in evaluating whether to approve the Arrangement. These risk factors should be considered in conjunction with the other information included in this Circular and the risk factors disclosed under the heading “Risk Factors” in Schedules “H” and “N”.

 

Termination of the Arrangement Agreement or Failure to Obtain Required Approvals

 

Each of F3 and F4 has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can F3 provide any assurance, that the Arrangement Agreement will not be terminated before the completion of the Arrangement. In addition, the completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of F3, including Shareholders approving the Arrangement and required regulatory approvals, including of the Court, being obtained. There is no certainty, nor can F3 provide any assurance, that these conditions will be satisfied. If for any reason the Arrangement is not completed, the market price of F3 Shares may be adversely affected and Shareholders will lose the prospective benefits of the Arrangement. Moreover, if the Arrangement Agreement is terminated, there is no assurance that F3 will pursue or be able to complete an alternative transaction to spin-out the F4 Properties, and Shareholders will continue to be subject to the risk factors of both F3 and F4 as disclosed in this Circular.

 

F4 has Limited Financial Resources

 

F4 presently does not have sufficient financial resources to undertake all of its currently planned activities beyond completion of the Arrangement. In the event that the Arrangement is completed, F4 will need to obtain further financing, whether through debt financing, equity financing or other means. There can be no assurance that F4 will be able to raise the balance of the financing required or that such financing can be obtained without substantial dilution to its shareholders. Failure to obtain additional financing on a timely basis could cause F4 to reduce or terminate its operations.

 

F4 Shares Will Not Be “Qualified Investments”

 

The F4 Shares distributed to Shareholders pursuant to the Arrangement will not qualify as “qualified investments” under the Tax Act for Registered Plans unless, on or before F4’s filing due date for its first taxation year, the F4 Shares are listed on a “designated stock exchange” as defined in the Tax Act (or F4 otherwise satisfies the conditions to be a “public corporation” for purposes of the Tax Act) and F4 validly elects to be a “public corporation” for purposes of the Tax Act from the commencement of its first taxation year. No assurance can be given as to whether F4 will qualify as a “public corporation”.

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Where a Registered Plan acquires a F4 Share in circumstances where the F4 Shares are not a qualified investment under the Tax Act for the Registered Plan, adverse tax consequences may arise for the Registered Plan and the holder, annuitant or subscriber under the Registered Plan, including that the Registered Plan or the controlling individual of the Registered Plan may become subject to penalty taxes.

 

See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment – New F3 Shares and F4 Shares”.

 

Income Tax

 

The Arrangement may give rise to adverse tax consequences to Shareholders, and each Shareholder is urged to consult with his, her or its own tax advisor. See “Material Income Tax Considerations”.

 

Costs of the Arrangement

 

There are certain costs related to the Arrangement, such as legal and accounting fees incurred, that must be paid even if the Arrangement is not completed.

 

Exercise of Dissent Rights

 

Registered Shareholders have the right to exercise Dissent Rights and demand payment equal to the fair value of their F3 Shares in cash. If Dissent Rights are exercised in respect of a significant number of F3 Shares, a substantial cash payment may be required to be made to such Shareholders, which could have an adverse effect on F3’s financial condition and cash resources. F3 may elect, in its sole discretion, not to complete the Arrangement if a significant number of Shareholders exercise Dissent Rights.

 

F3 will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the AIF which is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

 

DISSENT RIGHTS

 

The following is a summary of the provisions of the CBCA relating to a Shareholder’s dissent and appraisal rights in respect of the Arrangement Resolution. Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its F3 Shares and is qualified in its entirety by reference to the full text of section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order (the “Dissent Rights”).

 

The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Shareholders should seek independent legal advice, as failure to comply strictly with the provisions of section 190 of the CBCA, which is attached to this Circular as Schedule “G”, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss of all Dissent Rights.

 

The Interim Order expressly provides Registered Shareholders as of the Record Date with the right to dissent with respect to the Arrangement Resolution. Each Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Effective Date of all but not less than all, of the holder’s F3 Shares), provided that the holder duly and validly dissents to the Arrangement Resolution and the Arrangement becomes effective.

 

In many cases, F3 Shares beneficially owned by a holder are registered either (a) in the name of an Intermediary that the Non-Registered Shareholder deals within respect of such shares, such as, among others, banks, trust companies, securities brokers, trustees and other similar entities, or (b) in the name of a depositary, such as CDS & Co., of which the Intermediary is a participant. Accordingly, a Non-Registered Shareholder will not be entitled to exercise his, her or its rights of dissent directly (unless the F3 Shares are re-registered in the Non-Registered Shareholder’s name).

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With respect to F3 Shares in connection to the Arrangement, pursuant to the Interim Order, a Registered Shareholder as of the Record Date may exercise rights of dissent under section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, provided that, notwithstanding section 190(5) of the CBCA, the written objection to the Arrangement Resolution (the “Notice of Dissent”) must be received by F3 c/o Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Attention: Alexandra Luchenko, by not later than 10:00 a.m. (Vancouver time) on August 6, 2024, or two Business Days prior to any adjournment or postponement of the Meeting.

 

To exercise Dissent Rights, a Shareholder must dissent with respect to all F3 Shares of which it is the registered and beneficial owner. A Registered Shareholder who wishes to dissent must deliver the Notice of Dissent to F3 as set forth above and such Notice of Dissent must strictly comply with the requirements of section 190(5) of the CBCA as modified by the Plan of Arrangement, the Interim Order and the Final Order. Any failure by a Shareholder to strictly comply with the provisions of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss of that holder’s Dissent Rights. Non-Registered Shareholders who wish to exercise Dissent Rights must cause each Registered Shareholder holding their F3 Shares to deliver the Notice of Dissent, or, alternatively, make arrangements to become a Registered Shareholder.

 

To exercise Dissent Rights, a Registered Shareholder must prepare a separate Notice of Dissent for himself, herself or itself, if dissenting on his, her or its own behalf, and for each other Non-Registered Shareholder who beneficially owns F3 Shares registered in the Shareholder’s name and on whose behalf the Shareholder is dissenting; and must dissent with respect to all of the F3 Shares registered in his, her or its name or if dissenting on behalf of a Non-Registered Shareholder, with respect to all of the F3 Shares registered in his, her or its name and beneficially owned by the Non-Registered Shareholder on whose behalf the Shareholder is dissenting. The Notice of Dissent must set out the number of F3 Shares in respect of which the Dissent Rights are being exercised (the “Notice Shares”) and: (a) if such F3 Shares constitute all of the F3 Shares of which the Shareholder is the registered and beneficial owner and the Shareholder owns no other F3 Shares beneficially, a statement to that effect; (b) if such F3 Shares constitute all of the F3 Shares of which the Shareholder is both the registered and beneficial owner, but the Shareholder owns additional F3 Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number of F3 Shares held by each such Registered Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other F3 Shares; or (c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such F3 Shares, a statement to that effect and the name of the Non-Registered Shareholder and a statement that the Registered Shareholder is dissenting with respect to all F3 Shares of the Non-Registered Shareholder registered in such registered holder’s name.

 

Dissenting Shareholders who:

 

(a)ultimately are entitled to be paid fair value for their F3 Shares, will be entitled to be paid the fair value of such F3 Shares, and will not be entitled to any other payment or consideration, including any payment or consideration that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such F3 Shares; or

 

(b)ultimately are not entitled, for any reason, to be paid fair value for such F3 Shares shall be deemed to have participated in the Arrangement, and will receive the same consideration under the Arrangement, on the same basis as a non-dissenting holder of F3 Shares; but in no case will F3 be required to recognize such persons as holding F3 Shares on or after the Effective Date.

 

If a Dissenting Shareholder is ultimately entitled to be paid for their Dissent Shares, such Dissenting Shareholder may enter into an agreement for the fair value of such Dissent Shares. If such Dissenting Shareholder does not reach an agreement, such Dissenting Shareholder, or F3, may apply to the Court, and the Court may determine the payout value of the Dissent Shares and make consequential orders and give directions as the Court considers appropriate. There is no obligation on F3 to make an application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the F3 Shares had as of the close of business on the day before the Effective Date. After a determination of the fair value of the Dissent Shares, F3 must then promptly pay that amount to the Dissenting Shareholder.

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In no case will F3, the Depositary or any other person be required to recognize Dissenting Shareholders as registered or beneficial holders of F3 Shares after the Effective Time or any interest therein (except for the Dissent Rights), and the names of such Dissenting Shareholders will be deleted from the central securities register as Shareholders at the Effective Time.

 

In no circumstances will F3 or any other person be required to recognize a person as a Dissenting Shareholder: (i) unless such person is the holder of the F3 Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time; (ii) if such person has voted or instructed a proxy holder to vote such Notice Shares in favour of the Arrangement Resolution; or (iii) unless such person has strictly complied with the procedures for exercising Dissent Rights set out in section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order and does not withdraw such Notice of Dissent prior to the Effective Time.

 

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment is made for the Notice Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Shareholder withdraws the Notice of Dissent with F3’s written consent. If any of these events occur, F3 must return the share certificates or DRS statements representing the F3 Shares to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise its rights as a Shareholder.

 

If you dissent, there can be no assurance that the amount you receive as fair value for your F3 Shares will be more than or equal to the consideration under the Arrangement.

 

Each Shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with the provisions of the Plan of Arrangement, the Interim Order and section 190 of the CBCA, which are attached to this Circular as Exhibit “I” to Schedule “D” and Schedules “E” and “G”, respectively, and seek his, her or its own legal advice.

 

The Arrangement Agreement provides that, unless otherwise waived, it is a condition to the obligations of F3 and F4 to complete the Arrangement that, on or before the Effective Date, holders of not more than an aggregate of 5% of the issued and outstanding F3 Shares shall have exercised Dissent Rights. If the number of outstanding F3 Shares in respect of which Dissent Rights have been exercised exceeds 5%, the Arrangement will not proceed unless F3 waives such condition.

 

The above is only a summary of the requirements to exercise Dissent Rights, which are technical and complex. If you are a Registered Shareholder and wish to exercise your Dissent Rights, you should seek your own legal advice as failure to strictly comply with the requirements set forth in section 190 of the CBCA, as modified by the Interim Order, the Plan of Arrangement and the Final Order, will result in the loss of your Dissent Rights. For a general summary of certain Canadian income tax implications to a Dissenting Shareholder, see “Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders” and “Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders”.

 

CERTAIN SECURITIES LAW MATTERS

 

The following discussion is only a general overview of certain requirements of Canadian and U.S. securities laws applicable to trades in securities of F3 or F4. All holders of securities are urged to consult with their own legal counsel to ensure that any resale of their securities of F3 or F4 complies with applicable securities legislation.

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CANADIAN SECURITIES LAWS

 

F3 is a reporting issuer in the following jurisdictions in Canada: British Columbia and Alberta. The F3 Shares currently trade on the TSX-V in Canada and the OTCQX Market in the U.S. There are no immediate plans to apply for listing of the F4 Shares on any stock exchange.

 

The distribution of the F4 Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from prospectus requirements of Canadian securities legislation. With certain exceptions, the F4 Shares may generally be resold in each of the provinces of Canada provided the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling security holder is an insider or officer of F4, the insider or officer has no reasonable grounds to believe that F4 is in default of securities legislation.

 

U.S. SECURITIES LAWS

 

The securities issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement will not be registered under the 1933 Act or the securities laws of any state of the United States, and will be distributed in reliance upon the exemption from registration under the 1933 Act provided by Section 3(a)(10) thereof and available exemptions from applicable state registration requirements. Section 3(a)(10) of the 1933 Act provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the procedural and substantive fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. F3 expects the Court to issue the Interim Order on June 28, 2024 and, subject to the approval of the Arrangement by the Shareholders at the Meeting, it is expected that a hearing on the Arrangement will be held on August 13, 2024 at 9:45 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, at the Law Courts, 800 Smithe Street, Vancouver, British Columbia. All Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof with respect to the securities to be issued pursuant to the Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order.

 

The securities issued or deemed to be issued to Shareholders pursuant to the Arrangement will be freely tradable under the 1933 Act, except by persons who are “affiliates” of F3 or F4 after the Arrangement or were affiliates of F3 or F4 within 90 days prior to completion of the Arrangement. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

 

Any resale of such securities by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the 1933 Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such securities outside the United States without registration under the 1933 Act pursuant to and in accordance with Regulation S under the 1933 Act. Such securities may also be resold in transactions completed in accordance with Rule 144 under the 1933 Act, if available.

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Holders of F3 Options, F3 RSUs and F3 Warrants are advised that the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof for the issuance of F3 Replacement Options, F4 Options, New F3 RSUs and F4 RSUs in exchange for F3 Options and F3 RSUs, and the deemed amendment of the F3 Warrants, does not exempt the issuance of securities upon the exercise or vesting of such F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants. Therefore, the underlying F3 Shares and F4 Shares issuable upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs or F3 Warrants, if any, cannot be issued in the United States or to a person in the United States in reliance upon such exemption and can only be issued pursuant to an effective registration statement or pursuant to a then-available exemption from the registration requirements of the 1933 Act and applicable state securities laws, if any. F3 Shares and F4 Shares issued upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants outside the United States may be resold without registration under the 1933 Act, including through sales on the TSX- V if then available, in accordance with Regulation S under the 1933 Act.

 

The foregoing discussion is only a general overview of certain requirements of the 1933 Act applicable to the resale of the securities issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

 

MATERIAL INCOME TAX CONSIDERATIONS

 

THE TAX CONSEQUENCES OF THE ARRANGEMENT MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER AND OTHER FACTORS. ACCORDINGLY, SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT.

 

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

 

The following summarizes certain Canadian federal income tax considerations under the Tax Act generally applicable to Shareholders in respect of the disposition of F3 Shares pursuant to the Arrangement, and the acquisition, holding, and disposition of New F3 Shares and F4 Shares acquired pursuant to the Arrangement.

 

Comment is restricted to Shareholders who, for purposes of the Tax Act, (i) hold their F3 Shares, and will hold their F3 Class A Shares, New F3 Shares and F4 Shares, solely as capital property, and (ii) deal at arm’s length with and are not affiliated with the Corporation or F4 (each such Shareholder, a “Holder”).

 

Generally, F3 Shares, F3 Class A Shares, New F3 Shares and F4 Shares will be considered to be capital property to a Holder thereof provided that the Holder does not use or hold (and will not use or hold) the F3 Shares, F3 Class A Shares, New F3 Shares or F4 Shares, as the case may be, in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired such shares in one or more transactions considered to be an adventure or concern in the nature of trade.

 

This summary does not apply to a Holder that:

 

(a)is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act or a “specified financial institution” as defined in the Tax Act;

 

(b)is a person or partnership an interest in which is a “tax shelter investment” for purposes of the Tax Act;

 

(c)has elected to report its Canadian federal income tax results in a currency other than Canadian currency;

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(d)has entered into or will enter into a “derivative forward agreement”, a “synthetic disposition arrangement”, or a “synthetic equity arrangement” as those terms are defined in the Tax Act;

 

(e)receives dividends on the F3 Shares, F3 Class A Shares, New F3 Shares or F4 Shares under or as part of a “dividend rental arrangement”;

 

(f)has acquired F3 Shares, or will acquire F3 Class A Shares, New F3 Shares or F4 Shares, on the exercise of an employee stock option; or

 

(g)is otherwise a Holder of special status or in special circumstances.

 

All such Holders should consult their own tax advisors with respect to the consequences of the Arrangement.

 

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada or a corporation that does not deal at arm’s length, for purposes of the Tax Act, with a corporation resident in Canada, and is, or becomes as part of a transaction or event or series of transactions or events, controlled by a non-resident person, or a group of non-resident persons not dealing with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors.

 

In addition, this summary does not address the income tax considerations to holders of F3 Options and F3 Warrants.

 

The summary assumes that (i) the redesignation of F3 Shares as F3 Class A Shares and the amendment of the terms of such shares to increase the number of votes that may be cast, as contemplated by the Plan of Arrangement, will not, in and of itself, result in Holders being deemed to have disposed of their F3 Shares for the purposes of the Tax Act (for purposes of this summary, F3 Class A Shares are hereafter included in any reference to “F3 Shares”), and (ii) the Share Exchange (as described below) will be considered to occur “in the course of a reorganization of capital” of F3 such that section 86 of the Tax Act will apply in respect of the Share Exchange. No tax ruling or legal opinion has been sought or obtained in this regard, or with respect to any of the assumptions made throughout this summary of Certain Canadian Federal Income Tax Considerations, and the summary below is qualified accordingly.

 

This summary is based on the current provisions of the Tax Act and the regulations thereunder (the “Regulations”) as of the date hereof, and our understanding of the administrative policies and assessing practices of the CRA published in writing by the CRA prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and Regulations (the “Proposed Amendments”) which have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. It is assumed that the Proposed Amendments will be enacted as currently proposed and does not take into account or anticipate any other changes in law, whether by legislative, governmental, or judicial action or decision or change in administrative policies or assessing practices of CRA, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ materially from the Canadian federal income tax considerations discussed below. No assurances can be given that the Proposed Amendments will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

 

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to the Arrangement. This summary is of a general nature only and is not and should not be construed as legal or tax advice to any particular person (including a Holder as defined above) and no representations concerning the tax consequences to any particular Holder are made. The tax consequences of the Arrangement will vary according to the Holder’s particular circumstances. Holders should consult their own income tax advisors with respect to the tax consequences of the Arrangement applicable to them based on their own particular circumstances, including the application and effect of the income and other tax laws of any country, province or other jurisdiction that may be applicable to the Holder. This summary does not address any tax considerations applicable to persons other than Holders and such persons should consult their own tax advisors regarding the consequences of the Arrangement under the Tax Act and any jurisdiction in which they may be subject to tax.

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CURRENCY

 

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of F3 Shares, New F3 Shares or F4 Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars based on the exchange rates as determined in accordance with the Tax Act.

 

HOLDERS RESIDENT IN CANADA

 

This portion of this summary applies only to Holders who are or are deemed to be resident in Canada at all relevant times for the purposes of the Tax Act and any applicable income tax treaty or convention (each, a “Resident Holder”).

 

A Resident Holder whose F3 Shares, New F3 Shares or F4 Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem such shares, and every other “Canadian security” (as defined in the Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

 

Exchange of F3 Shares for New F3 Shares and F4 Shares

 

A Resident Holder who exchanges F3 Shares for New F3 Shares and F4 Shares pursuant to the Arrangement (the “Share Exchange”) will be deemed to have received a taxable dividend equal to the amount, if any, by which the fair market value of the F4 Shares distributed to the Resident Holder pursuant to the Share Exchange at the time of the Share Exchange exceeds the “paid-up capital” (as defined in the Tax Act) (“PUC”) of the Resident Holder’s F3 Shares determined at that time. Any such taxable dividend will be taxable as described below under “Holders Resident in Canada ‒ Taxation of Dividends – F3 Shares, New F3 Shares and F4 Shares”. However, the Corporation expects that the fair market value of all F4 Shares distributed pursuant to the Share Exchange under the Arrangement will not exceed the PUC of the F3 Shares. Accordingly, the Corporation does not expect that any Resident Holder will be deemed to receive a taxable dividend on the Share Exchange.

 

A Resident Holder who exchanges F3 Shares for New F3 Shares and F4 Shares on the Share Exchange will realize a capital gain equal to the amount, if any, by which the fair market value of those F4 Shares at the effective time of the Share Exchange, less the amount of any taxable dividend deemed to be received by the Resident Holder as described in the preceding paragraph, exceeds the “adjusted cost base” (as defined in the Tax Act) (“ACB”) of the Resident Holder’s F3 Shares determined immediately before the Share Exchange. Any capital gain so realized will be taxable as described below under “Holders Resident in Canada ‒ Taxation of Capital Gains and Capital Losses”.

 

The Resident Holder will acquire the F4 Shares received on the Share Exchange at a cost equal to their fair market value as at the effective time of the Share Exchange, and the New F3 Shares received on the Share Exchange at a cost equal to the amount, if any, by which the ACB of the Resident Holder’s F3 Shares immediately before the Share Exchange exceeds the fair market value of the F4 Shares as at the effective time of the Share Exchange.

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Disposition of New F3 Shares or F4 Shares after the Arrangement

 

A Resident Holder who disposes or is deemed to dispose of a New F3 Share or F4 Share generally will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition therefor exceed (or are exceeded by) the ACB to the Resident Holder of the share immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The ACB to a Resident Holder of a share will be determined by averaging the cost of that share with the ACB (determined immediately before the acquisition of the share) of all other shares of the same class held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

 

Taxation of Dividends – F3 Shares, New F3 Shares and F4 Shares

 

Dividends received or deemed to be received on F3 Shares, New F3 Shares or F4 Shares in the taxation year of a Resident Holder will be included in computing a Resident Holder’s income for such year. In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the F3 Shares, New F3 Shares or F4 Shares will be included in the Resident Holder’s income and be subject to the gross-up and dividend tax credit rules applicable to “taxable dividends” received by an individual (including certain trusts) from “taxable Canadian corporations”, including the enhanced gross-up and dividend tax credit for “eligible dividends” (each as defined in the Tax Act) properly designated as such by the Corporation or F4. There may be limitations on the ability of the Corporation and F4 to designate dividends as eligible dividends and neither the Corporation nor F4 has made commitments in this regard.

 

In the case of a Resident Holder that is a corporation, such dividends (including deemed dividends) received on the F3 Shares, New F3 Shares or F4 Shares will be included in the Resident Holder’s income for the taxation year and will generally be deductible in computing such Resident Holder’s taxable income for the taxation year, subject to all restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

 

A Resident Holder that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable to pay a tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received or deemed to be received on the F3 Shares, New F3 Shares or F4 Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

 

A Resident Holder that is, throughout the relevant taxation year, a “Canadian controlled private corporation” (as defined in the Tax Act) or, at any time in a relevant taxation year, a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”, which is defined in the Tax Act to include an amount in respect of dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income for the taxation year.

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Taxation of Capital Gains and Capital Losses

 

A Resident Holder who realizes a capital gain or capital loss in a taxation year on the actual or deemed disposition of a share, including a F3 Share, New F3 Share or F4 Share, generally will be required to include one half of any such capital gain (a “taxable capital gain”) in income for the year, and entitled to deduct one half of any such capital loss (an “allowable capital loss”) against taxable capital gains realized in the year and, to the extent not so deductible, in any of the three preceding taxation years or any subsequent taxation year, to the extent and in the circumstances specified in the Tax Act. Proposed Amendments released on June 10, 2024 (the “Capital Gains Proposals”) would increase a Resident Holder’s capital gains inclusion rate for a taxation year ending after June 24, 2024 from one-half to two-thirds, subject to a transitional rule applicable for a Resident Holder’s 2024 taxation year that would reduce the capital gains inclusion rate for that taxation year to, in effect, be one-half for net capital gains realized before June 25, 2024. The Capital Gains Proposals also include provisions that would, generally, offset the increase in the capital gains inclusion rate for up to $250,000 of capital gains realized by a Resident Holder who is an individual in a year, calculated net of any capital losses incurred in the year (or the portion of the year ending after June 24, 2024 in the case of the 2024 taxation year), and which are not offset by net capital losses from other years which are deducted against taxable capital gains in the year. If the Capital Gains Proposals are enacted as proposed, capital losses realized prior to June 25, 2024 which are deductible against capital gains included in income for the 2024 or subsequent taxation years will offset an equivalent capital gain regardless of the inclusion rate which applied at the time such capital losses were realized.

 

The amount of any capital loss realized by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on the share (or on a share substituted therefor) to the extent and in the circumstances described in the Tax Act. Similar rules may apply where the corporation is a member or beneficiary of a partnership or trust that held the share, or where a partnership or trust of which the corporation is a member or beneficiary is itself a member of a partnership or a beneficiary of a trust that held the share. Affected Resident Holders should consult their own tax advisors in this regard.

 

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout the relevant taxation year or, at any time in a relevant taxation year, a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act), which is defined to include an amount in respect of taxable capital gains.

 

Minimum Tax on Individuals

 

Capital gains realized and taxable dividends received (or deemed to be received) by a Resident Holder who is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of minimum tax.

 

Dissenting Resident Holders

 

A Resident Holder who validly exercises Dissent Rights (a “Dissenting Resident Holder”) and who consequently transfers or is deemed to transfer F3 Shares to F3 for payment by the Corporation will be deemed to receive a taxable dividend in the taxation year of payment equal to the amount, if any, by which the payment (excluding interest) exceeds the PUC of the Dissenting Resident Holder’s F3 Shares determined immediately before the Arrangement. Any such taxable dividend will be taxable as described above under “Holders Resident in Canada – Taxation of Dividends – F3 Shares, New F3 Shares and F4 Shares”. The Dissenting Resident Holder will also realize a capital gain (or capital loss) equal to the amount, if any, by which the payment (excluding interest), less any such deemed taxable dividend, exceeds (or is exceeded by) the ACB of the Dissenting Resident Holder’s F3 Shares determined immediately before the Arrangement. The tax treatment of such capital gain or capital loss is discussed above under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

 

The Dissenting Resident Holder will be required to include any portion of the payment that is on account of interest in income in the year received.

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Eligibility for Investment – New F3 Shares and F4 Shares

 

Subject to the provisions of any particular plan, based on the provisions of the Tax Act and Regulations in force as of the date hereof, the New F3 Shares, if issued on the date hereof, would be at the time of acquisition “qualified investments” under the Tax Act for a trust governed by an RRSP, RRIF, TFSA, RESP, FHSA or RDSP (each a “Registered Plan”) or a deferred profit sharing plan, provided that at the time of acquisition the New F3 Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSX-V) or the Corporation is otherwise a “public corporation” (other than a “mortgage investment corporation”) within the meaning of the Tax Act.

 

A F4 Share will not be a qualified investment for a Registered Plan from the date of issuance unless the F4 Shares are listed on a “designated stock exchange” as defined in the Tax Act on or before its filing due date for its first taxation year and F4 validly elects to be a “public corporation” for purposes of the Tax Act from the commencement of its first taxation year. There can be no assurance as to if, or when, the F4 Shares will be listed or traded on any stock exchange and, therefore, no assurance F4 will be able to make the election to be a public corporation. Should the F4 Shares be distributed to or otherwise acquired by a Registered Plan other than as “qualified investments”, adverse tax consequences not described in this summary should be expected to arise for the Registered Plan and the annuitant, holder, or subscriber thereunder. Resident Holders that hold F3 Shares and will or may hold F4 Shares within a Registered Plan should consult with their own tax advisors in this regard.

 

Notwithstanding that the New F3 Shares and/or F4 Shares may be qualified investments at a particular time, the holder, annuitant or subscriber, as applicable, of a Registered Plan will be subject to a penalty tax in respect of a New F3 Share or a F4 Share held in the Registered Plan if the share is a “prohibited investment” under the Tax Act. A New F3 Share generally will not be a prohibited investment for a Registered Plan of a holder, annuitant or subscriber thereof, as applicable, provided that (i) the holder, annuitant or subscriber of the account does not have a “significant interest” within the meaning of the Tax Act in F3 or F4, as applicable, and (ii) the holder, annuitant or subscriber deals at arm’s length with F3 or F4, as applicable, for the purposes of the Tax Act. In addition, the New F3 Shares or F4 Shares, as applicable, will not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act, for the purposes of the prohibited investment rules, for a Registered Plan. Shareholders should consult their own tax advisers to ensure that the New F3 Shares and F4 Shares would not be a prohibited investment for a trust governed by a Registered Plan in their particular circumstances.

 

HOLDERS NOT RESIDENT IN CANADA

 

This portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable tax treaty or convention and at all relevant times, is not resident or deemed to be a resident of Canada and does not use or hold, is not deemed to use or hold and will not use or hold, F3 Shares, New F3 Shares, or F4 Shares in connection with a business carried on in Canada (each, a “Non-Resident Holder”).

 

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere, or an “authorized foreign bank” as defined in the Tax Act. Such Non-Resident Holders should consult their own tax advisers with respect to the Arrangement.

 

Exchange of F3 Shares for New F3 Shares and F4 Shares

 

The discussion of the tax consequences of the Share Exchange for Resident Holders under the heading “Holders Resident in Canada ‒ Exchange of F3 Shares for New F3 Shares and F4 Shares” generally will also apply to Non-Resident Holders in respect of the Share Exchange. The general taxation rules applicable to Non-Resident Holders in respect of a deemed taxable dividend or capital gain arising on the Share Exchange are discussed below under the headings “Holders Not Resident in Canada – Taxation of Dividends –F3 Shares, New F3 Shares and F4 Shares” and “Holders Not Resident in Canada – Taxation of Capital Gains and Capital Losses” respectively.

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Taxation of Dividends –F3 Shares, New F3 Shares and F4 Shares

 

A Non-Resident Holder to whom the Corporation or F4 pays or credits (or is deemed to pay or credit) an amount as a dividend in respect of the Arrangement (if at all), or otherwise in respect of the Non-Resident Holder’s F3 Shares, New F3 Shares or F4 Shares, will be subject to Canadian withholding tax equal to 25% (or such lower rate as may be available under an applicable income tax convention, if any) of the gross amount of the dividend. In general, in the case of a Non-Resident Holder who is a resident of the United States for the purposes of the Canada-US Tax Act Convention (1980), as amended (the “Treaty”), who is the beneficial owner of the dividend, and who qualifies for full benefits of the Treaty (a “US Holder”), the rate of such withholding tax will be reduced to 15% of the gross amount of the dividend. This rate will be further reduced to 5% of the gross amount of the dividend if the US Holder is also a corporation that owns, directly or indirectly, at least 10% of the voting stock of dividend payor.

 

Taxation of Capital Gains and Capital Losses

 

A Non-Resident Holder will not be subject to Canadian federal income tax in respect of any capital gain arising on an actual or deemed disposition of a F3 Share, New F3 Share or F4 Share unless, at the time of disposition, the share is “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder and is not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition.

 

Generally, as long as a F3 Share, New F3 Share or F4 Share, as applicable, of the Non-Resident Holder is listed on a “designated stock exchange” as defined in the Tax Act (which includes the TSX-V), such share will not constitute taxable Canadian property of the Non-Resident Holder at that time unless, at any time during the 60 month period immediately preceding the disposition or deemed disposition of the share the following two conditions are met concurrently:

 

(a)the Non-Resident Holder, persons with whom the Non-Resident Holder does not deal at arm’s length, partnerships whose members include, either directly or indirectly through one or more partnerships, the Non-Resident Holder and/or persons with whom the Non- Resident Holder does not deal at arm’s length, or any combination of the foregoing, owned 25% or more of the issued shares of any class or series of shares of the capital stock of the Corporation or F4, as applicable; and

 

(b)the share derived more than 50% of its fair market value directly or indirectly from, or from any combination of, real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (as those terms are defined in the Tax Act), or options in respect of, interests in, or, for civil law, rights in, any such property (whether or not such property exists).

 

Notwithstanding the foregoing, a share may also be deemed to be taxable Canadian property to a Non- Resident Holder in certain other circumstances under the Tax Act.

 

Further, a F4 Share of a Non-Resident Holder will not be taxable Canadian property of the Non-Resident Holder at any time at which the share is not listed on a “designated stock exchange” unless, at any time during the 60 months immediately preceding the disposition of the share, the F4 Share derived more than 50% of its fair market value directly or indirectly from, or from any combination of, real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (as those terms are defined in the Tax Act), or options in respect of, interests in, or, for civil law, rights in, any such property (whether or not such property exists).

 

A Non-Resident Holder’s capital gain (or capital loss) in respect of a F3 Share, New F3 Share or F4 Share that constitutes or is deemed to constitute taxable Canadian property of a Non-Resident Holder (and is not “treaty-protected property” as defined in the Tax Act) will generally be computed in the manner described under the subheadings “Holders Resident in Canada – Exchange of F3 Shares for New F3 Shares and F4 Shares”, “Holders Resident in Canada – Disposition of New F3 Shares and F4 Shares after the Arrangement” and “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

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Non-Resident Holders who may hold shares as “taxable Canadian property” should consult their own tax advisors in this regard, including with respect to the potential Canadian income tax filing requirements of owning and disposing of such shares.

 

Dissenting Non-Resident Holders

 

The discussion above applicable to Resident Holders under the heading “Holders Resident in Canada – Dissenting Resident Holders” will generally also apply to a Non-Resident Holder who validly exercises Dissent Rights in respect of the Arrangement. In general terms, the Non-Resident Holder will be subject to Canadian federal income tax in respect of any deemed taxable dividend arising as a consequence of the exercise of Dissent Rights generally as discussed above under the heading “Holders Not Resident in Canada – Taxation of Dividends –New F3 Shares and F4 Shares” and subject to the Canadian federal income tax treatment in respect of any capital gain or loss arising as a consequence of the exercise of Dissent Rights generally as discussed above under the heading “Holders Not Resident in Canada – Taxation of Capital Gains and Capital Losses”.

 

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

 

The following summarizes certain U.S. federal income tax considerations under the U.S. Tax Code generally applicable to Shareholders in respect of the acquisition, holding, and disposition of F4 Shares acquired pursuant to the Arrangement.

 

This discussion is based upon the provisions of the U.S. Tax Code, existing final and temporary regulations promulgated thereunder (the “Treasury Regulations”), and current administrative rulings and court decisions, all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the U.S. federal income tax consequences to vary substantially from those described below.

 

F3 and F4 have not requested and will not request a ruling from the Internal Revenue Service (“IRS”) with respect to any of the U.S. federal income tax consequences described below. The IRS may disagree with and challenge any of the conclusions reached herein.

 

This discussion applies only to U.S. Holders (as defined below) that own F3 Shares and will own F4 shares as “capital assets” within the meaning of Section 1221 of the U.S. Tax Code (generally, property held for investment), and does not comment on all aspects of U.S. federal income taxation that may be important to certain Shareholders in light of their particular circumstances, such as Shareholders subject to special tax rules (e.g., banks and other financial institutions, brokers, dealers or traders in securities or commodities, insurance companies, regulated investment companies, real estate investment trusts, traders that elect to mark-to-market their securities, certain expatriates or former long-term residents of the United States, personal holding companies, “S” corporations, U.S. expatriates, tax-exempt organizations, tax- qualified retirement plans, persons that own directly, indirectly, or constructively 10% or more of F3’s voting stock or will own 10% or more of F4’s voting stock, persons who are subject to alternative minimum tax, persons who hold Shares as a position in a “straddle” or as part of a “hedging,” “conversion” or “integrated” transaction, persons that have a functional currency other than the U.S. dollar, controlled foreign corporations, passive foreign investment companies, or persons who acquired F3 Shares through the exercise of employee stock options or otherwise as compensation for services). If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a Shareholder, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships or partners in a partnership holding F3 Shares are urged to consult their own tax advisors regarding the tax consequences of the Arrangement.

 

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE ARRANGEMENT. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS) OF THE ARRANGEMENT.

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For purposes of this summary, a “U.S. Holder” is a beneficial owner of F3 Shares that is: (i) a U.S. citizen or U.S. resident alien as determined for U.S. federal income tax purposes, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

 

Treatment of the Arrangement

 

The distribution of F4 Shares (including any amount withheld for Canadian taxes) to a U.S. Holder pursuant to the Arrangement will be treated as a distribution to the U.S. Holder with respect to the U.S. Holder’s F3 Shares in an amount equal to the fair market value of the F4 Shares received. A distribution to a U.S. Holder will be taxable to the U.S. Holder as a foreign source dividend to the extent F3 makes the distribution out of its current or accumulated earnings and profits. F3 believes it has some current or accumulated earnings and profits and therefore that all or a portion of the value of F4 Shares received by a U.S. Holder will be taxable as a dividend. The distribution of a New F3 Share in respect of each existing F3 Share will not be a taxable exchange and U.S. Holders will, subject to the discussion below concerning a non-taxable return of capital in connection with the distribution of F4 Shares, have the same adjusted tax basis in New F3 Shares as, and will include the holding period of, the existing F3 Shares held by such U.S. Holder. Therefore, the remainder of this discussion refers simply to F3 Shares.

 

A dividend received by a non-corporate U.S. Holder will be taxable at a preferential rate, provided that (1) the F3 Shares are readily tradable on an established securities market in the United States or F3 is otherwise treated as a “qualified foreign corporation” within the meaning of the Code’s provisions governing qualified dividend income, (2) F3 is not a passive foreign investment company (“PFIC”) in the taxable year in which such dividends are paid or any preceding taxable year such U.S. Holder held F3 Shares, (3) such U.S. Holder satisfies a holding period requirement, and (4) certain other requirements are met. F3 believes it is a qualified foreign corporation. F3 has not made any determination for any prior year whether it was then, and has not determined nor can it give any assurances with regard to the current year or any future year, whether it is or will become, a PFIC. (See Passive Foreign Investment Company Rules below). If F3 is a PFIC, the distribution of the F4 Shares may constitute an “excess distribution” subject to the special tax treatment described for excess distributions under Consequences of PFIC Status below.

 

Subject to the PFIC rules discussed below, a dividend received by a corporate U.S. Holder will generally be taxable at regular rates and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

 

Distributions in excess of F3’s current and accumulated earnings and profits will be treated first as a non- taxable return of capital to the extent of the U.S. Holder’s tax basis in its F3 Shares and thereafter as an amount realized in a sale or exchange of the U.S. Holder’s F3 Shares. Such amounts will be taxable in accordance with the section below titled “Treatment of a Sale of Shares.”

 

A U.S. Holder’s initial tax basis in its F4 Shares generally will equal the fair market value of the F4 Shares on the Effective Date. A U.S. Holder’s holding period in its F4 Shares generally will begin on the Effective Date.

 

Treatment of a Sale of Shares

 

Subject to the PFIC rules discussed below, a U.S. Holder that sells or is treated as selling all or a portion of its F3 Shares or F4 Shares will recognize U.S. source capital gain or loss in an amount equal to the difference between (x) the sum of the amount of cash and fair market value of property received in the sale and the amount of any Canadian withholding tax withheld in respect of such U.S. Holder and (y) the U.S. Holder’s adjusted tax basis in such F3 Shares or F4 Shares. The gain or loss recognized generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the F3 Shares or F4 Shares is greater than one year as of the date of the sale.

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Certain U.S. Holders, including individuals, may be eligible for preferential tax rates on long-term capital gains. A U.S. Holder’s ability to deduct capital losses is limited.

 

Treatment of Distributions on Shares

 

Subject to the PFIC rules discussed below, a U.S. Holder that receives a distribution with respect to its F3 Shares or F4 Shares, generally will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent such distribution is paid out of F3’s or F4’s, as applicable, current or accumulated earnings and profits (as determined under U.S. federal income tax principles).

 

A dividend received by a non-corporate U.S. Holder will be taxable at a preferential rate, provided that (1) the F3 Shares or F4 Shares, as appliable, are readily tradable on an established securities market in the United States or F3 or F4, as applicable, is otherwise treated as a “qualified foreign corporation” within the meaning of the Code’s provisions governing qualified dividend income, (2) F3 or F4, as applicable, is not a PFIC in the taxable year in which such dividends are paid or any preceding taxable year such U.S. Holder held F3 Shares or F4 Shares, as applicable, (3) such U.S. Holder satisfies a holding period requirement, and (4) certain other requirements are met. A dividend received by a corporate U.S. Holder will generally be taxable at regular rates and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

 

Distributions in excess of F3’s or F4’s, as applicable, current and accumulated earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its F3 Shares or F4 Shares, as applicable, and thereafter as an amount realized in a sale or exchange of the U.S. Holder’s F3 Shares or F4 Shares, as applicable. Such amounts will be taxable in accordance with the section above titled “Treatment of a Sale of Shares.”

 

Additional Tax on Investment Income

 

U.S. Holders who are individuals, estates, or trusts and whose income exceeds certain thresholds will be required to pay (in addition to U.S. federal income tax) a 3.8% tax on net investment income, including dividends and gains from the sale or other taxable disposition of F3 Shares or F4 Shares. U.S. Holders are urged to consult their tax advisors regarding whether this tax will apply to them.

 

Passive Foreign Investment Company Rules

 

In General

 

A foreign corporation is a PFIC for U.S. federal income tax purposes if either (A) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income, or (B) at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of or produce passive income. Passive income generally includes dividends, interest, rents and royalties, and gains from the disposition of passive assets. F3 has not made any determination for any prior year whether it was then a PFIC. The determination of whether any corporation was, is or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the entire course of each such tax year and, as a result, cannot be predicted by F3 with certainty for the current tax year or for any future tax year as of the date of this document. Accordingly, there can be no assurance that F3 is not or will not become a PFIC for the current year or any future tax year. Nor can there be any assurance that the IRS will not challenge any determination F3 might make in the future concerning its PFIC status. If F3 is a PFIC for any year during which a U.S. Holder holds F3 Shares, such holder will be subject to the rules described below under Consequences of PFIC Status.

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Each U.S. Holder should consult its own tax advisors regarding PFIC status.

 

In any year in which F3 is a PFIC, a U.S. Holder may be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require, including IRS Form 8621. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. (See PFIC Reporting Requirements below.)

 

U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

 

Due to the limited assets and income streams of F4, the application of the PFIC rules discussed above are clearer and U.S. Holders should be aware that F4 expects to be a PFIC for the current taxable year and potentially for any future year.

 

Consequences of PFIC Status

 

Although F4 expects to be a PFIC, and F3 has not made a PFIC determination, either corporation’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. If either F3 is, or as F4 expects, F4 is, classified as a PFIC for any taxable year or portion of a taxable year that is included in a U.S. Holder’s holding period of such corporation’s shares, and the U.S. Holder does not timely make either a QEF election or does not or is not eligible to make a mark-to-market election, each as defined below, the U.S. Holder generally will be subject to the following “PFIC Distribution Rules” with respect to the applicable corporation’s shares:

 

Each distribution to the U.S. Holder will be deemed to be an “excess distribution” to the extent of its pro rata share of any excess of the aggregate of all distributions made to the U.S. Holder in the U.S. Holder’s current taxable year over 125% of the three-year moving average of such aggregates;

 

Gain recognized by a U.S. Holder on a sale or other disposition of shares will also be deemed to be an excess distribution;

 

Each excess distribution will be allocated pro rata to each day in the U.S. Holder’s holding period, up to the date of the distribution;

 

The amounts allocated to the U.S. Holder’s current taxable year, and the amounts allocated to the period in the U.S. Holder’s holding period which pre-dates such corporation’s status as a PFIC, if there is such a period, will be taxed as ordinary income (not long-term capital gain);

 

The amounts allocated to any other taxable year or part of a year will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

 

The tax liabilities that arise from the amounts allocated to each such other taxable year will accrue retroactive interest as unpaid taxes.

 

A U.S. Holder that holds shares in a year in which the relevant corporation is a PFIC will continue to be treated as owning shares of a PFIC in later years even if such corporation is no longer a PFIC in those later years.

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QEF Election

 

If F4 or F3 is a PFIC, a U.S. Holder may avoid the PFIC Distribution Rules with respect to such corporation’s shares by making a timely QEF election during the first taxable year in which such corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold such shares. If a U.S. Holder makes a QEF election, it will become subject to the following “QEF Allocation Rules”:

 

The U.S. Holder will include in its income in each of its taxable years in which or with which a taxable year of the corporation ends, its pro rata share of such corporation’s net capital gain (as long-term capital gain) and any other earnings and profits (as ordinary income), regardless of whether such corporation distributes such gain or earnings and profits to the U.S. Holder;

 

The U.S. Holder’s tax basis in its shares will be increased by the amount of such income inclusions;

 

Distributions of previously included earnings and profits will not be taxable in the U.S. to the U.S. Holder;

 

The U.S. Holder’s tax basis in its shares will be decreased by the amount of such distributions; and

 

Any gain recognized by the U.S. Holder on a sale, redemption or other taxable disposition of its shares will be taxable as capital gain and no interest charge will be imposed.

 

A U.S. Holder that makes a QEF election may make an additional election to defer payment of its liability for tax on included but undistributed income, but such deferred payments are subject to an interest charge.

 

A QEF election is made on a shareholder-by-shareholder basis and may be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year of the U.S. Holder to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

 

To comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from the corporation. If F4 determines it is a PFIC for any taxable year it will endeavor to provide each U.S. Holder such information as the IRS may require, including a PFIC annual information statement, to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that F4 will have timely knowledge of its status as a PFIC in the future or of the information required to be provided.

 

A U.S. Holder that makes a QEF election in the first taxable year in which the corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold its shares will avoid the PFIC Distribution Rules and will not be subject to the QEF Allocation Rules in any taxable year of the corporation that ends within or with a taxable year of the U.S. Holder and in which such corporation is not a PFIC. However, if the U.S. Holder’s QEF election is not effective for each of the corporation’s taxable years in which it is a PFIC and in which the U.S. Holder holds or is deemed to hold such corporation’s shares, the PFIC Distribution Rules will apply to the U.S. Holder until the U.S. Holder makes a purging election. If a U.S. Holder makes a purging election the following occurs: (1) the U.S. Holder is deemed to sell its shares at their fair market value; (2) the gain recognized by the U.S. Holder in the deemed sale is taxed under the PFIC Distribution Rules; (3) the U.S. Holder obtains a new basis and holding period in its shares for PFIC purposes; and (4) the U.S. Holder becomes eligible to make a QEF election.

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Mark-to-Market Election

 

If a PFIC’s shares are regularly traded on a registered national securities exchange or certain other exchanges or markets, they would constitute “marketable stock” for purposes of the PFIC rules, and a U.S. Holder would not be subject to the foregoing PFIC rules if such U.S. Holder made a mark-to-market election with respect to such PFIC’s shares. It is expected that the F4 Shares will not be regularly traded, so the mark-to-market election is not expected to be available with respect to the F4 Shares.

 

Subsidiary PFICs

 

A PFIC may own interests in other entities that are classified as PFICs. In such event, a U.S. Holder will be deemed to own a portion of the parent corporation’s shares in such subsidiary PFIC and could incur liability under the PFIC Distribution Rules if the parent corporation receives a distribution from (including a sale of its shares in) a subsidiary PFIC, or if the U.S. Holder is otherwise deemed to have disposed of an interest in a subsidiary PFIC. F4 will endeavor to cause all subsidiary PFICs to provide U.S. Holders the information required to make or maintain QEF elections with respect to the subsidiary PFICs. If a U.S. Holder makes a QEF election with respect to a subsidiary PFIC, tracking the tax bases of the U.S. Holder’s interests in the tiered PFIC structure will become extremely complicated. There is no assurance that F4 will have timely knowledge of the PFIC status of any subsidiary. In addition, F4 may not hold a controlling interest in any such subsidiary PFIC and thus there can be no assurance it will be able to cause the subsidiary PFIC to provide the required information. U.S. Holders are urged to consult their tax advisors regarding the tax issues surrounding subsidiary PFICs.

 

PFIC Reporting Requirements

 

A U.S. Holder that owns or is deemed to own PFIC shares in any taxable year of the U.S. Holder may have to file an IRS Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund, (whether or not a QEF or market-to-market election is made) and provide such other information as may be required by the U.S. Treasury Department. Failure to file a required form or provide required information will extend the statute of limitations on assessment of a deficiency until the required form or information is furnished to the IRS.

 

The rules for PFICs, QEF elections and mark-to-market elections are complex and affected by various factors in addition to those described above. U.S. Holders are urged to consult their tax advisors regarding the application of the rules to their particular circumstances.

 

Foreign Tax Credits and Limitations

 

A U.S. Holder that pays, through withholding, Canadian tax, with respect to any dividends paid on F3 Shares or F4 Shares or in connection with the sale, redemption or other taxable disposition of F3 Shares or F4 Shares may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by such holder during the year. Complex limitations apply to foreign tax credits. Each U.S. Holder should consult its own tax advisor regarding applicable foreign tax credit rules.

 

Foreign Currency

 

The amount of any distribution paid to a U.S. Holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of F3 Shares or F4 Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S.

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Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own tax advisors concerning issues related to foreign currency.

 

Backup Withholding and Information Reporting

 

The proceeds of a sale or deemed sale by a U.S. Holder of F3 Shares or F4 Shares may be subject to information reporting to the IRS and to U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or that is otherwise exempt from backup withholding and establishes such exempt status.

 

Backup withholding is not an additional tax. Amounts withheld may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

 

Specified Foreign Financial Assets Reporting

 

Certain U.S. Holders that hold “specified foreign financial assets” are generally required to attach to their annual returns a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets (and can be subject to substantial penalties for failure to file). The definition of specified foreign financial asset includes not only financial accounts maintained in foreign financial institutions, but also, if held for investment and not held in an account maintained by a financial institution, securities of non-U.S. issuers (subject to certain exceptions, including an exception for securities of non-U.S. issuers held in accounts maintained by domestic financial institutions). U.S. Holders are urged to consult their tax advisors regarding the possible reporting requirements with respect to their investments in F3 Shares or F4 Shares and the penalties for non-compliance.

 

THIS DISCUSSION IS GENERAL IN NATURE AND DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR SHAREHOLDER IN LIGHT OF THE SHAREHOLDER’S PARTICULAR CIRCUMSTANCES, OR TO CERTAIN TYPES OF SHAREHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER U.S. FEDERAL INCOME TAX LAWS. YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

 

INFORMATION CONCERNING F4 POST-ARRANGEMENT

 

For further information concerning F4 post-Arrangement, see Schedule “H” to this Circular.

 

INFORMATION CONCERNING F3 POST-ARRANGEMENT

 

For further information concerning F3 post-Arrangement, see Schedule “N” to this Circular. Additional information relating to F3 is available on SEDAR+ at www.sedarplus.ca.

 

ADDITIONAL INFORMATION

 

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca or on the Corporation’s website at www.f3uranium.com. Shareholders may contact the Corporation at (778) 484- 8030 to request copies of the Corporation’s financial statements and related management’s discussion and analysis.

 

Financial information is provided in the Corporation’s comparative consolidated financial statements and management’s discussion and analysis for its most recently completed financial year ended June 30, 2023. The Corporation’s comparative unaudited interim consolidated financial statements and related management’s discussion and analysis the period ended March 31, 2024 are also filed on SEDAR+ and attached as Schedule “P” to this Circular.

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OTHER MATTERS

 

Management of the Corporation is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

 

DIRECTORS’ APPROVAL

 

The contents of this Circular and the sending thereof to the shareholders of the Corporation have been approved by the Board.

 

DATED this 28th day of June, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ “Dev Randhawa”

 

Chairman & Chief Executive Officer

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SCHEDULE “A”

 

Arrangement Resolution

 

BE IT RESOLVED as a special resolution that:

 

1.The arrangement agreement dated June 4, 2024 (the “Arrangement Agreement”) between F3 Uranium Corp. (“F3”) and F4 Uranium Corp. (“F4”), as it may be amended, modified or supplemented from time to time in accordance with its terms, attached as Schedule “D” to the notice of special meeting and management information circular (the “Circular”) of F3 dated effective June 28, 2024 and all transactions contemplated thereby are hereby confirmed, ratified and approved.

 

2.The arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act substantially as set forth in the plan of arrangement (the “Plan of Arrangement”), as it may be amended, modified or supplemented from time to time in accordance with the Arrangement Agreement and its terms, attached as Exhibit “I” to the Arrangement Agreement attached as Schedule “E” to the Circular is hereby approved and authorized.

 

3.The Arrangement Agreement and all of the transactions contemplated therein, the actions of the directors of F3 in approving the Arrangement and the Arrangement Agreement and the actions of the directors and officers of F3 in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto are hereby confirmed, ratified and approved.

 

4.F3 is hereby authorized to apply for a final order from the Supreme Court of British Columbia (the “Court”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented from time to time).

 

5.Notwithstanding that this special resolution has been passed by the shareholders of F3 or has received the approval of the Court, the board of directors of F3 may amend the Arrangement Agreement and the Plan of Arrangement to the extent permitted by the Arrangement Agreement and/or decide not to proceed with the Arrangement or revoke this special resolution at any time prior to the filing of the certified copy of the court order approving the Arrangement with the Registrar of Companies for British Columbia without further approval of the shareholders of F3.

 

6.Any one director or officer of F3 is hereby authorized, for and on behalf of F3, to execute and deliver, whether under the corporate seal of F3 or otherwise, all documents, filings and instruments and take all such other actions as may be necessary or desirable to implement this special resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, filings or instruments and the taking of any such actions.

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SCHEDULE “B”

 

F4 Option Plan Resolution

 

BE IT RESOLVED that:

 

1.Subject to the completion of the arrangement involving F3 Uranium Corp. (“F3”) and F4 Uranium Corp. (“F4”), as more particularly described in the notice of special meeting and management information circular (the “Circular”) of F3 dated effective June 28, 2024, the stock option plan substantially in the form attached as Schedule “L” to the Circular is hereby authorized, approved and ratified on behalf of F4 and F4’s shareholders as the stock option plan for F4; and

 

2.Any one director or officer of F4 is hereby authorized, for and on behalf of F4, to execute and deliver, whether under the corporate seal of F4 or otherwise, all documents, filings and instruments and take all such other actions as may be necessary or desirable to implement this ordinary resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, filings or instruments and the taking of any such actions.

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SCHEDULE “C”

 

F4 Equity Incentive Plan Resolution

 

BE IT RESOLVED that:

 

1.Subject to the completion of the arrangement involving F3 Uranium Corp. (“F3”) and F4 Uranium Corp. (“F4”), as more particularly described in the notice of special meeting and management information circular (the “Circular”) of F3 dated effective June 28, 2024, the equity incentive plan substantially in the form attached as Schedule “M” to the Circular is hereby authorized, approved and ratified on behalf of F4 and F4’s shareholders as the equity incentive plan for F4; and

 

2.Any one director or officer of F4 is hereby authorized, for and on behalf of F4, to execute and deliver, whether under the corporate seal of F4 or otherwise, all documents, filings and instruments and take all such other actions as may be necessary or desirable to implement this ordinary resolution and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, filings or instruments and the taking of any such actions.

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SCHEDULE “D”

 

Arrangement Agreement, including Plan of Arrangement

 

(see attached)

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ARRANGEMENT AGREEMENT

 

THIS ARRANGEMENT AGREEMENT is dated as of the 4th day of June, 2024.

 

BETWEEN:

 

F3 URANIUM CORP., a corporation existing under the Canada Business Corporations Act

 

(“F3”)

 

AND:

 

F4 URANIUM CORP., a corporation existing under the Canada Business Corporations Act

 

(“F4”)

 

WHEREAS:

 

(A)          F3 is the registered and beneficial owner of all of the issued and outstanding F4 Shares;

 

(B)          F3 and F4 wish to proceed with a corporate restructuring by way of a statutory arrangement under the CBCA, pursuant to which F3 and F4 will participate in a series of transactions whereby, among other things, F3 will distribute the F4 Shares such that the holders of F3 Shares (other than Dissenting Shareholders) will become holders of 100% of the issued and outstanding F4 Shares;

 

(C)          F3 proposes to convene a meeting of the F3 Shareholders to consider the Arrangement on the terms and conditions set forth in the Plan of Arrangement attached as Exhibit I hereto; and

 

(D)          Each of the parties to this Agreement has agreed to participate in and support the Arrangement.

 

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

 

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ARTICLE 1
DEFINITIONS, INTERPRETATION AND EXHIBIT

 

1.1         Definitions. In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

 

(a)Agreement” means this arrangement agreement, including the exhibits attached hereto as the same may be supplemented or amended from time to time;

 

(b)Arrangement” means an arrangement under Section 192 of the CBCA substantially on the terms and conditions set forth in the Plan of Arrangement and any amendment or variation thereto made in accordance with the terms of this Agreement or the Plan of Arrangement or made at the direction of the Court;

 

(c)Arrangement Provision” means Section 192 of the CBCA;

 

(d)Arrangement Resolutions” means the special resolutions of the F3 Shareholders to approve the Arrangement, as required by the Interim Order and the CBCA;

 

(e)Articles of Arrangement” means the articles of arrangement of F3 to be filed with the Director in compliance with the CBCA after the Final Order is made, which shall be in form and content satisfactory to F3 and F4;

 

(f)Board of Directors” means the current and existing board of directors of F3;

 

(g)Business Day” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;

 

(h)CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

 

(i)Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement;

 

(j)Constating Documents” means, in respect of F3 and F4, articles of incorporation, amalgamation, arrangement or continuation, as applicable, by-laws and all amendments to such articles or by-laws;

 

(k)Court” means the Supreme Court of British Columbia;

 

(l)Director” means the Director as appointed under Section 260 of the CBCA;

 

(m)Dissent Procedures” means the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of the CBCA and Article 5 of the Plan of Arrangement;

 

(n)Dissent Rights” means the right of a registered F3 Shareholder to dissent from the Arrangement Resolutions in accordance with the provisions of the CBCA, as modified by the Interim Order, and to be paid the fair value of the F3 Shares in respect of which the holder dissents;

 

(o)Dissenting Shareholder” means a registered holder of F3 Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

 

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(p)Effective Date” means the effective date of the Arrangement as indicated on the Certificate of Arrangement, which shall be two Business Days following the date on which all of the conditions precedent to the completion of the Arrangement have been satisfied or waived in accordance with the Arrangement Agreement (other than conditions which cannot, by their terms, be satisfied until the Effective Date, but subject to satisfaction or waiver of such conditions as of the Effective Date) or such other date as may be mutually agreed by F3 and F4, and F3 and F4 shall execute a certificate confirming the Effective Date;

 

(q)Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by F3 and F4;

 

(r)F3 Class A Shares” means the renamed and redesignated F3 Shares as described in Section 3.1(b)(i) of the Plan of Arrangement;

 

(s)F3 Meeting” means the special meeting of the F3 Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;

 

(t)F3 Options” means options to acquire F3 Shares, including options under the terms of which are deemed exercisable for F3 Shares, that are outstanding immediately prior to the Effective Time;

 

(u)F3 Replacement Option” means an option to acquire a New F3 Share to be issued by F3 to a holder of a F3 Option pursuant to Section 3.1(d) of the Plan of Arrangement;

 

(v)F3 RSU Plan” means the existing restricted share unit plan of F3, as updated and amended from time to time;

 

(w)F3 RSUs” means restricted share units issued pursuant to the F3 RSU Plan that are outstanding immediately prior to the Effective Time;

 

(x)F3 Shareholder” means a holder of F3 Shares;

 

(y)F3 Shares” means the common shares without par value which F3 is authorized to issue as the same are constituted on the date hereof;

 

(z)F3 Stock Option Plan” means the existing stock option plan of F3, as updated and amended from time to time;

 

(aa)F3 Warrants” means the share purchase warrants of F3 exercisable to acquire F3 Shares, including warrants under the terms of which are deemed exercisable for F3 Shares, that are outstanding immediately prior to the Effective Time;

 

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(bb)F4 Options” means share purchase options issued pursuant to the F4 Stock Option Plan, including the F4 Options pursuant to Section 3.1(d) of the Plan of Arrangement;

 

(cc)F4 Shares” means the common shares without par value which F4 is authorized to issue as the same are constituted on the date hereof;

 

(dd)F4 RSU” means restricted share units governed pursuant to the F4 RSU Plan; (ee) “F4 RSU Plan” means the F4 Uranium Corp. Restricted Share Unit Plan in substantially the form set forth in the Information Circular to be sent to F3 Shareholders in connection with the F3 Meeting;

 

(ff)F4 Stock Option Plan” means the stock option plan to be adopted by F4 in accordance with Section 4.3 of this Agreement on substantially similar terms as the F3 Stock Option Plan and as may otherwise be modified, amended or restated as more particularly set forth in the Information Circular;

 

(gg)Final Order” means the final order of the Court approving the Arrangement;

 

(hh)In the Money Amount” at a particular time with respect to a F3 Option, F3 Replacement Option or F4 Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;

 

(ii)Information Circular” means the management information circular of F3, including all schedules thereto, to be sent to the F3 Shareholders in connection with the F3 Meeting, together with any amendments or supplements thereto;

 

(jj)Interim Order” means the interim order of the Court providing advice and directions in connection with the F3 Meeting and the Arrangement;

 

(kk)New F3 RSU” means a restricted share unit to be issued to a holder of an F3 RSU pursuant to Section 3.1(f) of the Plan of Arrangement;

 

(ll)New F3 Shares” means the new class of common shares without par value which F3 will create and issue as described in Section 3.1(b)(ii) of the Plan of Arrangement and for which the F3 Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the F3 Shares;

 

(mm)party” means either F3 or F4 and “parties” means, collectively, F3 and F4;

 

(nn)Person” means and includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, a trustee, executor, administrator or other legal representative and the Crown or any agency or instrumentality thereof;

 

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(oo)Plan of Arrangement” means the plan of arrangement attached to this Agreement as Exhibit I, as the same may be amended from time to time;

 

(pp)Tax Act” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended; and (qq) “U.S. Securities Act” means the United States Securities Act of 1933, as amended.

 

1.2          Currency. All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

 

1.3          Interpretation Not Affected by Headings. The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the provisions of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and the exhibits hereto as a whole and not to any particular article, section, subsection, paragraph or subparagraph hereof and include any agreement or instrument supplementary or ancillary hereto.

 

1.4          Number and Gender. In this Agreement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing the use of either gender shall include both genders and neuter and words importing persons shall include firms and corporations.

 

1.5          Date for any Action. In the event that any date on which any action is required to be taken hereunder by F3 or F4 is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

 

1.6          Meaning. Words and phrases used herein and defined in the CBCA shall have the same meaning herein as in the CBCA unless the context otherwise requires.

 

1.7          Exhibits. Attached hereto and deemed to be incorporated into and form part of this Agreement as Exhibit I is the Plan of Arrangement.

 

ARTICLE 2
ARRANGEMENT

 

2.1          Arrangement. The parties agree to effect the Arrangement pursuant to the Arrangement Provision on the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

 

2.2          Effective Date of Arrangement. The Arrangement shall become effective on the Effective Date as set out in the Plan of Arrangement.

 

2.3          Commitment to Effect. Subject to termination of this Agreement pursuant to Article 6 hereof, the parties shall each use all reasonable efforts and do all things reasonably required to cause the Plan of Arrangement to become effective by no later than June 4, 2024, or by such other date as F3 and F4 may determine, and in conjunction therewith to cause the conditions described in Section 5.1 to be complied with prior to the Effective Date. Without limiting the generality of the foregoing, the parties shall proceed forthwith to apply for the Interim Order and F3 shall call the F3 Meeting and mail the Information Circular to the F3 Shareholders.

 

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2.4          Articles of Arrangement. Subject to the rights of termination contained in Article 6 hereof, upon the F3 Shareholders approving the Arrangement Resolutions in accordance with the provisions of the Interim Order and the CBCA, F3 obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, F3 on its behalf and on behalf of F4 shall file with the Director:

 

(a)the records and information required by the Director pursuant to the Arrangement Provision; and

 

(b)the Articles of Arrangement.

 

2.5          U.S. Securities Law Matters. The parties agree that the Arrangement will be carried out with the intention that the New F3 Shares and the F4 Shares delivered upon completion of the Arrangement to F3 Shareholders will be issued by F3 and F4 in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement will be carried out on the following basis:

 

(a)the Arrangement will be subject to the approval of the Court and the Court will hold a hearing approving the fairness of the terms and conditions of the Arrangement;

 

(b)prior to the hearing required to approve the Arrangement, the Court will be advised as to the intention of the parties to rely on the exemption under Section 3(a)(10) of the U.S. Securities Act;

 

(c)the Court will be required to satisfy itself as to the substantive and procedural fairness of the terms and conditions of the Arrangement to the F3 Shareholders subject to the Arrangement;

 

(d)F3 will ensure that each F3 Shareholder entitled to receive New F3 Shares and F4 Shares on completion of the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;

 

(e)the F3 Shareholder entitled to receive New F3 Shares and F4 Shares on completion of the Arrangement will be advised that the New F3 Shares and F4 Shares issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption under Section 3(a)(10) of the U.S. Securities Act;

 

 

7 -

(f)the Final Order approving the Arrangement that is obtained from the Court will expressly state that the terms and conditions of the Arrangement is approved by the Court as being fair, substantively and procedurally, to the F3 Shareholders;

 

(g)the Interim Order approving the F3 Meeting will specify that each F3 Shareholder will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as the F3 Shareholder enters an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) under the U.S. Securities Act; and

 

(h)the Final Order shall include a statement substantially to the following effect:

 

(i)“This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance of New F3 Shares and F4 Shares pursuant to the Plan of Arrangement.”

 

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

 

3.1          Representations and Warranties. Each of the parties hereby represents and warrants to the other party that:

 

(a)it is a corporation duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation, and has full capacity and authority to enter into this Agreement and to perform its covenants and obligations hereunder;

 

(b)it has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated herein and this Agreement has been duly executed and delivered by it;

 

(c)neither the execution and delivery of this Agreement nor the performance of any of its covenants and obligations hereunder will constitute a material default under, or be in any material contravention or breach of (i) any provision of its Constating Documents or other governing corporate documents, (ii) any judgment, decree, order, law, statute, rule or regulation applicable to it, or (iii) any agreement or instrument to which it is a party or by which it is bound; and

 

(d)no dissolution, winding up, bankruptcy, liquidation or similar proceedings has been commenced or are pending or proposed in respect of it.

 

ARTICLE 4
COVENANTS

 

4.1          Covenants. Each of the parties covenants with the other that it will do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments, as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement.

 

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4.2       Interim Order and Final Order. The parties acknowledge that F3 will apply to and obtain from the Court, pursuant to the Arrangement Provision, the Interim Order providing for, among other things, the calling and holding of the F3 Meeting for the purpose of considering and, if deemed advisable, approving and adopting the Arrangement Resolutions. The parties each covenant and agree that if the approval of the Arrangement by the F3 Shareholders as set out in Section 5.1(b) hereof is obtained, F3 will thereafter (subject to the exercise of any discretionary authority granted to F3’s directors) take the necessary actions to submit the Arrangement to the Court for approval and apply for the Final Order and, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 6 hereof, file the material described in Section 2.4 with the Director.

 

4.3          F4 Stock Option Plan. In connection with, but prior to, the Arrangement, F4 shall adopt the F4 Stock Option Plan, which shall be substantially in the form attached to the Information Circular.

 

4.4          F3 Options. The parties acknowledge that pursuant to the Arrangement, each F3 Option then outstanding to acquire one F3 Share shall be transferred and exchanged for:

 

(a)one F3 Replacement Option to acquire one New F3 Share having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of a New F3 Share at the Effective Time divided by the total of the fair market value of a New F3 Share and the fair market value of one-tenth of a F4 Share at the Effective Time; and

 

(b)one F4 Option to acquire one-tenth of a F4 Share, each whole F4 Option having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of one-tenth of a F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time,

 

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the F3 Replacement Option and the F4 Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the F3 Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 Options; and F4 agrees to promptly issue F4 Shares upon the due exercise of F4 Options.

 

4.5          F3 Warrants. The parties acknowledge that, from and after the Effective Date, all F3 Warrants shall entitle the holder to receive, upon due exercise of the F3 Warrant, for the original exercise price:

 

(a)one New F3 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time; and

 

 

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(b)one-tenth of a F4 Share for each F4 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time;

 

and F4 hereby covenants that it shall forthwith upon receipt of written notice from F3 from time to time issue, as directed by F3, that number of F4 Shares as may be required to satisfy the foregoing.

 

F3 shall, as agent for F4, collect and pay to F4 an amount for each one-tenth of a F4 Share so issued that is equal to the exercise price under the F3 Warrant multiplied by 0.1.

 

4.6          F3 RSUs. The parties acknowledge that pursuant to the Arrangement, each F3 RSU then outstanding to acquire one F3 Share shall be transferred and exchanged for:

 

(a)one New F3 RSU to acquire one New F3 Share and having the same vesting conditions and other terms as the F3 RSU; and

 

(b)one F4 RSU to acquire one-tenth of a F4 Share as governed by the F4 RSU Plan.

 

It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 RSUs. Accordingly, and notwithstanding the foregoing, the number of shares receivable under the New F3 RSUs and F4 RSUs will be adjusted such that the aggregate fair market value of such shares receivable immediately after the exchange does not exceed the fair market value of the F3 Shares receivable immediately before the exchange; and F4 agrees to promptly issue F4 Shares upon the due exercise of F4 RSUs.

 

ARTICLE 5
CONDITIONS

 

5.1          Conditions Precedent. The respective obligations of the parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

 

(a)the Interim Order shall have been granted in form and substance satisfactory to F3;

 

(b)the Arrangement Resolutions, with or without amendment, shall have been approved and adopted at the F3 Meeting in accordance with the Arrangement Provision, the Constating Documents of F3, the Interim Order and the requirements of any applicable regulatory authorities;

 

(c)the Final Order shall have been obtained in form and substance satisfactory to each of F3 and F4;

 

(d)all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders required or necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances each in form acceptable to F3 and F4;

 

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(e)there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Plan of Arrangement;

 

(f)no law, regulation or policy shall have been proposed, enacted, promulgated or applied which interferes or is inconsistent with the completion of the Arrangement and Plan of Arrangement, including any material change to the income tax laws of Canada, which would reasonably be expected to have a material adverse effect on any of F3, the F3 Shareholders or F4 if the Arrangement is completed;

 

(g)notices of dissent pursuant to Article 5 of the Plan of Arrangement shall not have been delivered by F3 Shareholders holding greater than 5% of the outstanding F3 Shares;] and

 

(h)this Agreement shall not have been terminated under Article 6 hereof.

 

Except for the conditions set forth in Sections 5.1(a), (b), (c) and (h), which may not be waived, any of the other conditions in this Section 5.1 may be waived by either F3 or F4 at its discretion.

 

5.2          Pre-Closing. Unless this Agreement is terminated earlier pursuant to the provisions hereof, the parties shall meet at the offices of Blake, Cassels & Graydon LLP, Suite 3500, 1133 Melville Street, The Stack, Vancouver, British Columbia V6E 4E5, at 9:00 a.m. on the Business Day immediately preceding the Effective Date, or at such other location or at such other time or on such other date as they may mutually agree, and each of them shall deliver to the other of them:

 

(a)the documents required to be delivered by it hereunder to complete the transactions contemplated hereby, provided that each such document required to be dated the Effective Date shall be dated as of, or become effective on, the Effective Date and shall be held in escrow to be released upon the occurrence of the Effective Date; and

 

(b)written confirmation as to the satisfaction or waiver by it of the conditions in its favour contained in this Agreement.

 

5.3          Merger of Conditions. The conditions set out in Section 5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

 

5.4         Merger of Representations, Warranties and Covenants. The representations and warranties in Section 3.1 shall be conclusively deemed to be correct as of the Effective Date and the covenants in Section 4.1 hereof shall be conclusively deemed to have been complied with in all respects as of the Effective Date, and each shall accordingly merge in and not survive the effectiveness of the Arrangement.

 

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ARTICLE 6
AMENDMENT AND TERMINATION

 

6.1          Amendment. Subject to any mandatory applicable restrictions under the Arrangement Provision or the Final Order, this Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the F3 Meeting, but prior to the Effective Date, be amended by the written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of the F3 Shareholders.

 

6.2          Termination. Subject to Section 6.3, this Agreement may at any time before or after the holding of the F3 Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Board of Directors of F3 without further action on the part of the F3 Shareholders and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion by the Board of Directors of F3 to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

 

6.3          Cessation of Right. The right of F3 or F4 or any other party to amend or terminate the Plan of Arrangement pursuant to Section 6.1 and Section 6.2 shall be extinguished upon the occurrence of the Effective Date.

 

ARTICLE 7
GENERAL

 

7.1          Notices. All notices which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be delivered or sent by fax or, addressed as follows:

 

in the case of F3:

 

in the case of F4:

 

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in each case with a copy to:

 

7.2          Assignment. Neither of the parties may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other.

 

7.3          Binding Effect. This Agreement and the Arrangement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns.

 

7.4          Waiver. Any waiver or release of the provisions of this Agreement, to be effective, must be in writing and executed by the party granting such waiver or release.

 

7.5          Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

 

7.6          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

 

7.7          Expenses. All expenses incurred by a party in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby shall be borne by the party that incurred the expense or as otherwise mutually agreed by the parties.

 

7.8          Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

 

7.9          Time of Essence. Time is of the essence of this Agreement.

 

[The remainder of this page has intentionally been left blank.]

 

 

IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

 

F3 URANIUM CORP.  
     
Per:     
  Authorized Signatory  
     
F4 URANIUM CORP.  
     
Per:    
  Authorized Signatory  

 

 

EXHIBIT I

 

TO THE ARRANGEMENT AGREEMENT
DATED AS OF THE 4TH DAY OF JUNE, 2024 BETWEEN
F3 URANIUM CORP. AND
F4 URANIUM CORP.

 

PLAN OF ARRANGEMENT
UNDER SECTION 192 OF

 

THE CANADA BUSINESS CORPORATIONS ACT

 

ARTICLE 1
EFINITIONS AND INTERPRETATION

 

1.1          Definitions. In this plan of arrangement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

 

(a)Arrangement” means the arrangement pursuant to the Arrangement Provision on the terms and conditions set out herein;

 

(b)Arrangement Agreement” means the arrangement agreement dated as of June 4, 2024 between F3 and F4, as may be supplemented or amended from time to time;

 

(c)Articles of Arrangement” means the articles of arrangement of F3 to be filed with the Director in compliance with the CBCA after the Final Order is made, which shall be in form and content satisfactory to F3 and F4;

 

(d)Arrangement Provision” means Section 192 of the CBCA;

 

(e)Arrangement Resolutions” means the special resolutions of the F3 Shareholders to approve the Arrangement, as required by the Interim Order and the CBCA;

 

(f)Board of Directors” means the current and existing board of directors of F3;

 

(g)Business Day” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia;

 

(h)CBCA” means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

 

(i)Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement;

 

(j)Court” means the Supreme Court of British Columbia;

 

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(k)Depositary” means Computershare Investor Services Inc., or such other depositary as F3 may determine;

 

(l)Director” means the Director as appointed under Section 260 of the CBCA;

 

(m)Dissent Procedures” means the rules pertaining to the exercise of Dissent Rights as set forth in Section 190 of the CBCA and Article 5 of this Plan of Arrangement;

 

(n)Dissent Rights” means the rights of dissent granted in favour of registered holders of F3 Shares in accordance with Article 5 of this Plan of Arrangement;

 

(o)Dissenting Share” has the meaning given in Section 3.1(a) of this Plan of Arrangement;

 

(p)Dissenting Shareholder” means a registered holder of F3 Shares who has duly and validly exercised the Dissent Rights in respect of the Arrangement in strict compliance with the Dissent Procedures and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

 

(q)Effective Date” means the effective date of the Arrangement as indicated on the Certificate of Arrangement, which shall be two Business Days following the date on which all of the conditions precedent to the completion of the Arrangement have been satisfied or waived in accordance with the Arrangement Agreement (other than conditions which cannot, by their terms, be satisfied until the Effective Date, but subject to satisfaction or waiver of such conditions as of the Effective Date) or such other date as may be mutually agreed by F3 and F4, and F3 and F4 shall execute a certificate confirming the Effective Date;

 

(r)Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date or such other time on the Effective Date as agreed to in writing by F3 and F4;

 

(s)F3” means F3 Uranium Corp., a corporation existing under the CBCA;

 

(t)F3 Class A Shares” means the renamed and redesignated F3 Shares as described in Section 3.1(b)(i) of this Plan of Arrangement;

 

(u)F3 Meeting” means the special meeting of the F3 Shareholders and any adjournments thereof to be held to, among other things, consider and, if deemed advisable, approve the Arrangement;

 

(v)F3 Optionholders” means the holders of F3 Options on the Effective Date;

 

(w)F3 Options” means options to acquire F3 Shares, including options under the terms of which are deemed exercisable for F3 Shares, that are outstanding immediately prior to the Effective Time;

 

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(x)F3 Replacement Option” means an option to acquire a New F3 Share to be issued by F3 to a holder of a F3 Option pursuant to Section 3.1(d) of the Plan of Arrangement;

 

(y)F3 RSU Plan” means the existing restricted share unit plan of F3, as updated and amended from time to time;

 

(z)F3 RSUs” means restricted share units issued pursuant to the F3 RSU Plan that are outstanding immediately prior to the Effective Time;

 

(aa)F3 Shareholder” means a holder of F3 Shares;

 

(bb)F3 Shares” means the common shares without par value which F3 is authorized to issue as the same are constituted on the date hereof;

 

(cc)F3 Warrantholders” means the holders of F3 Warrants on the Effective Date;

 

(dd)F3 Warrants” means the share purchase warrants of F3 exercisable to acquire F3 Shares, including warrants under the terms of which are deemed exercisable for F3 Shares, that are outstanding immediately prior to the Effective Time;

 

(ee)F4” means F4 Uranium Corp., a company existing under the CBCA;

 

(ff)F4 Options” means share purchase options issued pursuant to the F4 Stock Option Plan, including the F4 Options pursuant to Section 3.1(b) of this Plan of Arrangement;

 

(gg)F4 RSU” means restricted share units governed pursuant to the F4 RSU Plan;

 

(hh)F4 RSU Plan” means the F4 Uranium Corp. Restricted Share Unit Plan in substantially the form set forth in the Information Circular to be sent to F3 Shareholders in connection with the F3 Meeting;

 

(ii)F4 Shareholder” means a holder of F4 Shares;

 

(jj)F4 Shares” means the common shares without par value which F4 is authorized to issue as the same are constituted on the date hereof;

 

(kk)F4 Stock Option Plan” means the stock option plan to be adopted by F4 pursuant to the Arrangement Agreement and this Plan of Arrangement, in substantially the form set forth in the Information Circular to be sent to F3 Shareholders in connection with the F3 Meeting;

 

(ll)Final Order” means the final order of the Court approving the Arrangement; (mm) “In the Money Amount” at a particular time with respect to a F3 Option, F3 Replacement Option or F4 Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time;

 

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(nn)Information Circular” means the management information circular of F3, including all schedules thereto, to be sent to the F3 Shareholders in connection with the F3 Meeting, together with any amendments or supplements thereto;

 

(oo)Interim Order” means the interim order of the Court providing advice and directions in connection with the F3 Meeting and the Arrangement;

 

(pp)Letter of Transmittal” means the letter of transmittal in respect of the Arrangement to be sent to F3 Shareholders together with the Information Circular;

 

(qq)New F3 RSU” means a restricted share unit to be issued to a holder of a F3 RSU pursuant to Section 3.1(f) of this Plan of Arrangement;

 

(rr)New F3 Shares” means a new class of voting common shares without par value which F3 will create and issue as described in Section 3.1(b)(i) of this Plan of Arrangement and for which the F3 Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the F3 Shares;

 

(ss)Notice of Dissent” means a notice of dissent duly and validly given by a registered holder of F3 Shares exercising Dissent Rights as contemplated in the Interim Order and as described in Article 5;

 

(tt)Plan of Arrangement” means this plan of arrangement, as the same may be amended from time to time;

 

(uu)Share Distribution Record Date” means the close of business on the Business Day immediately preceding the Effective Date for the purpose of determining the F3 Shareholders entitled to receive New F3 Shares and F4 Shares pursuant to this Plan of Arrangement or such other date as the Board of Directors may select;

 

(vv)Tax Act” means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.) c.1, as amended; and

 

(ww)U.S. Securities Act” means the United States Securities Act of 1933, as amended.

 

1.2          Interpretation Not Affected by Headings. The division of this Plan of Arrangement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise specifically indicated, the terms “this Plan of Arrangement”, “hereof”, “hereunder” and similar expressions refer to this Plan of Arrangement as a whole and not to any particular article, section, subsection, paragraph or subparagraph and include any agreement or instrument supplementary or ancillary hereto.

 

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1.3          Number and Gender. Unless the context otherwise requires, words importing the singular number only shall include the plural and vice versa, words importing the use of either gender shall include both genders and neuter and words importing persons shall include firms and corporations.

 

1.4          Meaning. Words and phrases used herein and defined in the CBCA shall have the same meaning herein as in the CBCA, unless the context otherwise requires.

 

1.5          Date for any Action. If any date on which any action is required to be taken under this Plan of Arrangement is not a Business Day, such action shall be required to be taken on the next succeeding Business Day.

 

1.6          Governing Law. This Plan of Arrangement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

 

ARTICLE 2
ARRANGEMENT AGREEMENT

 

2.1          Arrangement Agreement. This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

 

2.2          Arrangement Effectiveness. The Arrangement and this Plan of Arrangement shall become final and conclusively binding on F3, the F3 Shareholders (including Dissenting Shareholders), F3 Optionholders, F3 Warrantholders and F4 Shareholders at the Effective Time without any further act or formality as required on the part of any person, except as expressly provided herein.

 

ARTICLE 3
THE ARRANGEMENT

 

3.1          The Arrangement. Commencing at the Effective Time, the following shall occur and be deemed to occur in the following chronological order without further act or formality notwithstanding anything contained in the provisions attaching to any of the securities of F3 or F4, but subject to the provisions of Article 5:

 

(a)each F3 Share outstanding in respect of which a Dissenting Shareholder has validly exercised his, her or its Dissent Rights (each, a “Dissenting Share”) shall be directly transferred and assigned by such Dissenting Shareholder to F3, without any further act or formality and free and clear of any liens, charges and encumbrances of any nature whatsoever, and will be cancelled and cease to be outstanding and such Dissenting Shareholders will cease to have any rights as Shareholders other than the right to be paid the fair value for their F3 Shares by F3;

 

(b)the share capital of F3 shall be reorganized by:

 

(i)renaming and redesignating all of the issued and unissued F3 Shares as “Class A common shares without par value” and amending the special rights and restrictions attached to those shares to provide the holders thereof with two votes in respect of each share held, being the “F3 Class A Shares”; and

 

(ii)creating a new class consisting of an unlimited number of “common shares without par value” with terms and special rights and restrictions identical to those of the F3 Shares immediately prior to the Effective Time, being the “New F3 Shares”;

 

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(c)F3’s Articles shall be amended to reflect the alterations in Section 3.1(b);

 

(d)each F3 Option then outstanding to acquire one F3 Share shall be transferred and exchanged for:

 

(i)one F3 Replacement Option to acquire one New F3 Share having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of a New F3 Share at the Effective Time divided by the total of the fair market value of a New F3 Share and the fair market value of one-tenth of a F4 Share at the Effective Time; and

 

(ii)one F4 Option to acquire one-tenth of a F4 Share, each whole F4 Option having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of one-tenth of a F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time,

 

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the F3 Replacement Option and the F4 Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the F3 Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 Options;

 

(e)each F3 Warrant then outstanding shall be deemed to be amended to entitle the F3 Warrantholder to receive, upon due exercise of the F3 Warrant, for the original exercise price:

 

(i)one New F3 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time; and

 

(ii)one-tenth of a F4 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time;

 

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(f)each F3 RSU then outstanding to acquire one F3 Share shall be transferred and exchange for:

 

(i)one New F3 RSU to acquire one New F3 Share and having the same vesting conditions and other terms as the F3 RSU; and

 

(ii)one F4 RSU to acquire one-tenth of a F4 Share as governed by the F4 RSU Plan.

 

It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F4 RSUs. Accordingly, and notwithstanding the foregoing, the number of shares receivable under the New F3 RSUs and F4 RSUs will be adjusted such that the aggregate fair market value of such shares receivable immediately after the exchange does not exceed the fair market value of the F3 Shares receivable immediately before the exchange;

 

(g)each issued and outstanding F3 Class A Share outstanding on the Share Distribution Record Date shall be exchanged as part of the reorganization of the share capital of F3 and in accordance with section 86 of the Tax Act, for: (i) one New F3 Share; and (ii) one-tenth of a F4 Share, the holders of the F3 Class A Shares will be removed from the central securities register of F3 as the holders of such and will be added to the central securities register of F3 as the holders of the number of New F3 Shares that they have received on the exchange set forth in this Section 3.1(g), and the F4 Shares transferred to the then holders of the F3 Class A Shares will be registered in the name of the former holders of the F3 Class A Shares and F3 will provide F4 and its registrar and transfer agent notice to make the appropriate entries in the central securities register of F4;

 

(h)all of the issued F3 Class A Shares shall be cancelled with the appropriate entries being made in the central securities register of F3, and the aggregate paid-up capital (as that term is used for purposes of the Tax Act) of the New F3 Shares will be equal to that of the F3 Shares immediately prior to the Effective Time less the fair market value of the F4 Shares distributed pursuant to Section 3.1(g); and

 

(i)the Articles of F3 shall be amended to reflect the alterations in Section 3.1(h).

 

3.2          No Fractional Shares or Options. Notwithstanding any other provision of this Arrangement, while each F3 Shareholder’s fractional shares and each holder of F3 Option’s fractional options, respectively, will be combined, no fractional F4 Shares shall be distributed to the F3 Shareholders and no fractional F4 Options shall be distributed to the holders of F3 Options, and, as a result, all fractional amounts arising under this Plan of Arrangement shall be rounded down to the next whole number without any compensation therefor. Any F4 Shares not distributed as a result of so rounding down shall be cancelled by F4.

 

3.3         Share Distribution Record Date. In Section 3.1(g) the reference to a holder of a F3 Class A Share shall mean a person who is a F3 Shareholder on the Share Distribution Record Date, subject to the provisions of Article 5.

 

3.4          Deemed Fully Paid and Non-Assessable Shares. All New F3 Shares, F3 Class A Shares and F4 Shares issued pursuant hereto shall be deemed to be validly issued and outstanding as fully paid and non-assessable shares for all purposes of the CBCA.

 

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3.5         Supplementary Actions. Notwithstanding that the transactions and events set out in Section 3.1 shall occur and shall be deemed to occur in the chronological order therein set out without any act or formality, each of F3 and F4 shall be required to make, do and execute or cause and procure to be made, done and executed all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may be required to give effect to, or further document or evidence, any of the transactions or events set out in Section 3.1, including, without limitation, any resolutions of directors authorizing the issue, transfer or redemption of shares, any share transfer powers evidencing the transfer of shares and any receipt therefor, any necessary additions to or deletions from share registers, and agreements for stock options and restricted share units.

 

3.6          Withholding. Each of F3, F4 and the Depositary shall be entitled to deduct and withhold from any cash payment or any issue, transfer or distribution of New F3 Shares, F4 Shares, F3 Replacement Options or F4 Options made pursuant to this Plan of Arrangement such amounts as may be required to be deducted and withheld pursuant to the Tax Act or any other applicable law, and any amount so deducted and withheld will be deemed for all purposes of this Plan of Arrangement to be paid, issued, transferred or distributed to the person entitled thereto under the Plan of Arrangement. Without limiting the generality of the foregoing, any New F3 Shares or F4 Shares so deducted and withheld may be sold on behalf of the person entitled to receive them for the purpose of generating cash proceeds, net of brokerage fees and other reasonable expenses, sufficient to satisfy all remittance obligations relating to the required deduction and withholding, and any cash remaining after such remittance shall be paid to the person forthwith.

 

3.7          No Liens. Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any liens, restrictions, adverse claims or other claims of third parties of any kind.

 

3.8          U.S. Securities Law Matters. The Court is advised that the Arrangement will be carried out with the intention that all securities issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act.

 

ARTICLE 4
CERTIFICATES

 

4.1          F3 Class A Shares. Recognizing that the F3 Shares shall be renamed and redesignated as F3 Class A Shares pursuant to Section 3.1(b)(i) and that the F3 Class A Shares shall be exchanged partially for New F3 Shares pursuant to Section 3.1(g), F3 shall not issue replacement share certificates representing the F3 Class A Shares.

 

4.2          F4 Share Certificates. As soon as practicable following the Effective Date, F4 shall deliver or cause to be delivered to the Depositary certificates representing the F4 Shares required to be issued to registered holders of F3 Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1(g) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.

 

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4.3          New F3 Share Certificates. As soon as practicable following the Effective Date, F3 shall deliver or cause to be delivered to the Depositary certificates representing the New F3 Shares required to be issued to registered holders of F3 Shares as at immediately prior to the Effective Time in accordance with the provisions of Section 3.1(g) of this Plan of Arrangement, which certificates shall be held by the Depositary as agent and nominee for such holders for distribution thereto in accordance with the provisions of Section 6.1 hereof.

 

4.4          Interim Period. Any F3 Shares traded after the Share Distribution Record Date will represent New F3 Shares as of the Effective Date and shall not carry any rights to receive F4 Shares.

 

4.5          Stock Option Agreements. The stock option agreements for the F3 Options shall be deemed to be amended by F3 to reflect the adjusted exercise price of the F3 Replacement Options, and F4 shall enter into stock option agreements for the F4 Options issued pursuant to Section 3.1(d) of this Plan of Arrangement.

 

ARTICLE 5
RIGHTS OF DISSENT

 

5.1          Dissent Right. Registered holders of F3 Shares may exercise Dissent Rights with respect to their F3 Shares in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in the Dissent Procedures, as they may be amended by the Interim Order, Final Order or any other order of the Court, and provided that such dissenting Shareholder delivers a written notice of dissent to F3 at least two Business Days before the day of the F3 Meeting or any adjournment or postponement thereof.

 

5.2          Dealing with Dissenting Shares. F3 Shareholders who duly exercise Dissent Rights with respect to their Dissenting Shares and who:

 

(a)are ultimately entitled to be paid fair value for their Dissenting Shares by F3 shall be deemed to have transferred their Dissenting Shares to F3 for cancellation as of the Effective Time pursuant to Section 3.1(a); or

 

(b)for any reason are ultimately not entitled to be paid for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting F3 Shareholder and shall receive New F3 Shares and F4 Shares on the same basis as every other non-dissenting F3 Shareholder;

 

but in no case shall F3 be required to recognize such persons as holding F3 Shares on or after the Effective Date.

 

5.3          Reservation of F4 Shares. If a F3 Shareholder exercises Dissent Rights, F3 shall, on the Effective Date, set aside and not distribute that portion of the F4 Shares which is attributable to the F3 Shares for which Dissent Rights have been exercised. If the dissenting F3 Shareholder is ultimately not entitled to be paid for their Dissenting Shares, F3 shall distribute to such F3 Shareholder their pro rata portion of the F4 Shares. If a F3 Shareholder duly complies with the Dissent Procedures and is ultimately entitled to be paid for their Dissenting Shares, then F3 shall retain the portion of the F4 Shares attributable to such F3 Shareholder and such shares will be dealt with as determined by the Board of Directors of F3 in its discretion.

 

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ARTICLE 6
DELIVERY OF SHARES

 

6.1          Delivery of Shares.

 

(a)Upon surrender to the Depositary for cancellation of a certificate that immediately before the Effective Time represented one or more outstanding F3 Shares, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, a certificate representing the New F3 Shares and a certificate representing the F4 Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.

 

(b)After the Effective Time and until surrendered for cancellation as contemplated by Section 6.1(a) hereof, each certificate that immediately prior to the Effective time represented one or more F3 Shares shall be deemed at all times to represent only the right to receive in exchange therefor a certificate representing the New F3 Shares and a certificate representing the F4 Shares that such holder is entitled to receive in accordance with Section 3.1 hereof.

 

6.2          Lost Certificates. If any certificate that immediately prior to the Effective Time represented one or more outstanding F3 Shares that were exchanged for New F3 Shares and F4 Shares in accordance with Section 3.1 hereof, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, the New F3 Shares and the F4 Shares that such holder is entitled to receive in accordance with Section 3.1 hereof. When authorizing such delivery of New F3 Shares and F4 Shares that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such securities are to be delivered shall, as a condition precedent to the delivery of such New F3 Shares and F4 Shares give a bond satisfactory to F3, F4 and the Depositary in such amount as F3, F4 and the Depositary may direct, or otherwise indemnify F3, F4 and the Depositary in a manner satisfactory to F3, F4 and the Depositary, against any claim that may be made against F3, F4 or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed and shall otherwise take such actions as may be required by the articles of F3.

 

6.3          Distributions with Respect to Unsurrendered Certificates. No dividend or other distribution declared or made after the Effective Time with respect to New F3 Shares or F4 Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding F3 Shares unless and until the holder of such certificate shall have complied with the provisions of Section 6.1 or Section 6.2 hereof. Subject to applicable law and to Section 3.6 hereof, at the time of such compliance, there shall, in addition to the delivery of the New F3 Shares and F4 Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such New F3 Shares and/or F4 Shares, as applicable.

 

11 -

6.4          Limitation and Proscription. To the extent that a former F3 Shareholder shall not have complied with the provisions of Section 6.1 or Section 6.2 hereof, as applicable, on or before the date that is six (6) years after the Effective Date (the “Final Proscription Date”), then the New F3 Shares and F4 Shares that such former F3 Shareholder was entitled to receive shall be automatically cancelled without any repayment of capital in respect thereof and the New F3 Shares and F4 Shares to which such F3 Shareholder was entitled, shall be delivered to F4 (in the case of the F4 Shares) or F3 (in the case of the New F3 Shares) by the Depositary and certificates representing such New F3 Shares and F4 Shares shall be cancelled by F3 and F4, as applicable, and the interest of the former F3 Shareholder in such New F3 Shares and F4 Shares or to which it was entitled shall be terminated as of such Final Proscription Date.

 

6.5          Paramountcy. From and after the Effective Time: (i) this Plan of Arrangement shall take precedence and priority over any and all F3 Shares, F3 Options, F3 Warrants or F3 RSUs issued prior to the Effective Time; and (ii) the rights and obligations of the registered holders of F3 Shares, F3 Options, F3 Warrants or F3 RSUs and of F3, F4, the Depositary and any transfer agent or other depositary therefor, shall be solely as provided for in this Plan of Arrangement.

 

ARTICLE 7
AMENDMENTS & WITHDRAWAL

 

7.1          Amendments. F3, in its sole discretion, reserves the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Time provided that any such amendment, modification or supplement must be contained in a written document that is filed with the Court and, if made following the F3 Meeting, approved by the Court.

 

7.2          Amendments Made Prior to or at the F3 Meeting. Any amendment, modification or supplement to this Plan of Arrangement may be proposed by F3 at any time prior to or at the F3 Meeting with or without any prior notice or communication, and if so proposed and accepted by the F3 Shareholders voting at the F3 Meeting, shall become part of this Plan of Arrangement for all purposes.

 

7.3          Amendments Made After the F3 Meeting. Any amendment, modification or supplement to this Plan of Arrangement may be proposed by F3 after the F3 Meeting but prior to the Effective Time and any such amendment, modification or supplement which is approved by the Court following the F3 Meeting shall be effective and shall become part of the Plan of Arrangement for all purposes. Notwithstanding the foregoing, any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order unilaterally by F3, provided that it concerns a matter which, in the reasonable opinion of F3, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the financial or economic interests of any holder of New F3 Shares or F4 Shares.

 

7.4       Withdrawal. Notwithstanding any prior approvals by the Court or by F3 Shareholders, the Board of Directors may decide not to proceed with the Arrangement and to revoke the Arrangement Resolutions at any time prior to the Effective Time, without further approval of the Court or the F4 Shareholders.

 

 

SCHEDULE “E”

 

Interim Order

66

 

(IMAGE) No. S244330
Vancouver Registry

 

IN THE SUPREME COURT OF BRITISH COLUMBIA

 

IN THE MATTER OF SECTION 192 OF THE
CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. 44, AS AMENDED

 

AND

 

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING
F3 URANIUM CORP. AND F4 URANIUM CORP.

 

F3 URANIUM CORP.

 

PETITIONER

 

ORDER MADE AFTER APPLICATION

 

BEFORE   (GRAPHICS) ) June 28, 2024
  )  
  )  

 

ON THE APPLICATION of the Petitioner, F3 Uranium Corp. ("F3") for an Interim Order pursuant to its Petition filed on June 26, 2024.

 

xwithout notice coming on for hearing at Vancouver, British Columbia on June 28, 2024, and on hearing Isaias Loten, counsel to F3 and upon reading the Petition herein, the Affidavit #1 of Ryan Cheung sworn on June 24, 2024 (the "Cheung Affidavit"), and the Affidavit# 1 of Leanna Mcinally, both filed herein; and upon being advised that it is the intention of F3 and F4 Uranium Corp ("F4") to rely upon Section 3(a){10) of the United States Securities Act of 1933, as amended (the "1933 Act") as a basis for an exemption from the registration requirements of the 1933 Act with respect to securities of F3 and F4 issued pursuant to the Arrangement based on the Court's approval of the Arrangement, as those terms are defined in this Interim Order;

 

2 -

THIS COURT ORDERS THAT:

 

DEFINITIONS

 

1.            As used in this Interim Order, unless otherwise defined, terms beginning with capital letters have the respective meanings set out in the draft Notice of Special Meeting of Shareholders to be held on August 8, 2024 and Management Information Circular (collectively, the "Circular"), attached as Exhibit "A" to the Cheung Affidavit.

 

SPECIAL MEETING

 

2.            Pursuant to Section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44 as amended (the "CBCA"), F3 is authorized and directed to call, hold and conduct a special meeting (the "Meeting") of the holders of common shares (the "F3 Shares", the holders of which are the "F3 Shareholders") in the capital of F3 to be held at 10:00 a.m. (Vancouver Time) on August 8, 2024, at 750 - 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2, and described in the Circular:

 

(a)to consider and, if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") as more particularly described in the plan of arrangement ("Plan of Arrangement") substantially in the form attached as Schedule "A" to the Circular; and

 

(b)to transact such other business as may properly come before the Meeting or any adjournment thereof.

 

3.            The Meeting shall be called, held and conducted in accordance with the CBCA, the Circular, and the articles of F3, subject to the terms of this Interim Order, and any further Order of this Court, and the rulings and directions of the Chair of the Meeting, such rulings and directions not to be inconsistent with this Interim Order.

 

ADJOURNMENT

 

4.            Notwithstanding the articles of F3 and the provisions of the BCCA, F3, if it deems it advisable, is specifically authorized to adjourn or postpone the Meeting on one or more occasions, without the necessity of first convening the Meeting or first obtaining any vote of the F3 Shareholders, the holders of options to purchase F3 Shares (the Optionholders"), the holders of share purchase warrants to acquire F3 Shares (the "Warrantholders"), or the holders of restricted share units to acquire F3 Shares (the "RSU Holders" and with the Optionholders and the Warrantholders, the "Notice Securityholders") respecting the adjournment or postponement and without the need for approval of the Court. Notice of any such adjournments or postponements shall be given by press release, news release, newspaper advertisement, or by notice sent to F3 Shareholders by one of the methods specified in paragraph 9 of this Interim Order.

 

3 -

5.            The Record Date (as defined in paragraph 7 below) shall not change in respect of adjournments or postponements of the Meeting.

 

AMENDMENTS

 

6.            Prior to the Meeting, F3 is authorized to make such amendments, revisions or supplements to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement without any additional notice to the F3 Shareholders or the Notice Securityholders, and the Arrangement and the Plan of Arrangement as so amended, revised and supplemented shall be the Arrangement and Plan of Arrangement submitted to the Meeting, and the subject of the Arrangement Resolution.

 

RECORD DATE

 

7.            The record date for determining the F3 Shareholders entitled to receive notice of, attend and vote at the Meeting shall be July 2, 2024 (the "Record Date"), or such other date as the Board of Directors of F3 may determine and as disclosed to F3 Shareholders in the manner they see fit.

 

NOTICE OF SPECIAL MEETING

 

8.            The Circular is hereby deemed to represent sufficient and adequate disclosure, including for the purpose of Section 192 of the CBCA, and F3 shall not be required to send to the F3 Shareholders any other or additional statement pursuant to Section 192 of the CBCA.

 

4 -

9.            The Circular, form of proxy and voting instruction form, and Notice of Hearing of Petition (collectively, the "Meeting Materials") in substantially the same form as contained in Exhibits "A", "B" and "C" to the Cheung Affidavit, with such deletions, amendments or additions thereto as counsel for the Petitioner may advise are necessary or desirable, provided that such deletions, amendments or additions are not inconsistent with the terms of this Interim Order, shall be sent to:

 

(a)the registered F3 Shareholders as they appear on the central securities register of F3 or the records of its registrar and transfer agent as at the close of business on the Record Date, such Meeting Materials to be sent at least twenty-one (21) days prior to the date of the Meeting (excluding the date of mailing, delivery or transmittal and the date of the Meeting) by one or more of the following methods:

 

(i)by prepaid ordinary or air mail addressed to such F3 Shareholder at his, her or its address as it appears on the applicable securities registers of F3 or its registrar and transfer agent as at the Record Date;

 

(ii)by delivery in person to the addressee specified in paragraph 9 (a)(i) above; or

 

(iii)by email or facsimile transmission to any F3 Shareholder who identifies himself, herself or itself to the satisfaction of F3, acting through its representatives, who requests such email or facsimile transmission and then in accordance with such request;

 

(b)in the case of non-registered F3 Shareholders, by providing copies of the Meeting Materials to intermediaries and registered nominees for sending to both non-objecting beneficial owners and objecting beneficial owners in accordance with National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators at least three (3) Business Days prior to the twenty-first (21st) day prior to the date of the F3 Meeting;

 

(c)the directors and auditors of F3 by sending the Meeting Materials by prepaid ordinary mail, or by email or facsimile transmission, to such persons at least twenty-one (21) days prior to the date of the F3 Meeting, excluding the date of mailing or transmittal and the date of the F3 Meeting; and

 

5 -

(d)the Director appointed pursuant to the CBCA, by prepaid ordinary mail, or by email or facsimile transmission at least twenty-one (21) days prior to the date of the Meeting.

 

and substantial compliance with this paragraph shall constitute good and sufficient notice of the Meeting and F3's application for the Final Order to the F3 Shareholders.

 

10.          The Circular, including the Notice of Hearing of Petition (the "Notice Materials") in substantially the same form as contained in Exhibits "A" and "C" to the Cheung Affidavit, with such deletions, amendments or additions thereto as counsel for the Petitioner may advise are necessary or desirable, provided that such amendments are not inconsistent with the terms of this Interim Order, shall be sent to the Notice Securityholders in accordance with one of the methods of delivery set out at paragraph 9(a) of this Interim Order not later than twenty-one (21) days prior to the date of the Meeting (excluding the date of mailing, delivery or transmittal and the date of the Meeting), and such mailing, delivery and distribution shall constitute good and sufficient notice of F3's application for the Final Order to the Notice Securityholders.

 

11.          Accidental failure of, or omission, or delay by F3 to give notice to any one or more F3 Shareholders or Notice Securityholders, or the non-receipt of such notice by one or more F3 Shareholders or Notice Securityholders, or delay, shall not constitute a breach of this Interim Order or a defect in the calling of the Meeting and shall not invalidate any resolution passed or proceeding taken at the Meeting, but if any such failure or omission is brought to the attention of F3 then it shall use reasonable best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.

 

DEEMED RECEIPT OF NOTICE

 

12.          The Meeting Materials and Notice Materials shall be deemed, for the purposes of this Interim Order, to have been received:

 

(a)in the case of mailing pursuant to paragraph 9(a)(i) above, the day, Saturdays and holidays excepted, following the date of mailing;

 

(b)in the case of delivery in person pursuant to paragraph 9(a)(ii) above, the day following personal delivery or the day following delivery to the person's address; and

 

(c)in the case of any means of transmitted, recorded or electronic communication pursuant to paragraph 9(a)(iii) above, when dispatched or delivered for dispatch.

 

6 -

UPDATING MEETING MATERIALS

 

13.          Notice of any amendments, updates or supplement to any of the information provided in the Meeting Materials or Notice Materials may be communicated to the F3 Shareholders or Notice Securityholders by press release, news release, newspaper advertisement or by notice sent to the F3 Shareholders or Notice Securityholders by any of the means set forth in paragraph 9 or 10 herein, as determined to be the most appropriate method of communication by the Board of Directors of F3.

 

QUORUM AND VOTING

 

14.          As set forth in the articles of F3, the quorum required at the Meeting shall be two persons present, each being an F3 Shareholder entitled to vote thereat or a duly appointed proxyholder or representative for an F3 Shareholder so entitled, holding or representing by proxy not less than 25% of the voted entitled to be cast at the Meeting.

 

15.          The vote required to pass the Arrangement Resolution at the Meeting shall be the affirmative vote of at least 66 2/3% of the votes cast on the Arrangement Resolution by the F3 Shareholders present in person or represented by proxy at the Meeting on the basis of one vote for each F3 Share held.

 

16.          In all other respects, the terms, restrictions and conditions of the articles of F3 will apply in respect of the F3 Meeting.

 

PERMITTED ATTENDEES

 

17.          The only persons entitled to attend the F3 Meeting shall be the F3 Shareholders or their respective proxyholders as of the Record Date, F3's directors, officers, auditors, advisors and any other person admitted on the invitation of the Chair or with the consent of the Meeting, and the only persons entitled to be represented and to vote at the Meeting shall be the registered F3 Shareholders or their respective proxyholders as at the close of business on the Record Date.

 

7 -

SCRUTINEERS

 

18.          A representative of F3's registrar and transfer agent (or any agent thereof) is authorized to act as scrutineer for the Meeting.

 

SOLICITATION OF PROXIES

 

19.          F3 is authorized to use the form of proxy in connection with the Meeting in substantially the same form as attached as Exhibit "B" to the Cheung Affidavit and F3 may in its discretion waive generally the time limits for deposit of proxies by F3 Shareholders if the Chair deems it reasonable to do so. F3 is authorized, at its expense, to solicit proxies, directly and through its officers, directors and employees, and through such agents or representatives as it may retain for the purpose, and by mail or such other forms of personal or electronic communication as it may determine.

 

20.          The procedure for the use of proxies at the F3 Meeting shall be as set out in the Meeting Materials.

 

DISSENT RIGHTS

 

21.          Each registered F3 Shareholder shall have the right to dissent in respect of the Arrangement Resolution in accordance with the provisions of Section 190 of the CBCA, as modified by the terms of this Interim Order and the Plan of Arrangement.

 

22.          In order for a F3 Shareholder to exercise such right of dissent under subsection 190 of the CBCA:

 

(a)a dissenting Shareholder shall, despite subsection 190(5) of the CBCA, deliver a written objection to F3 c/o Blake, Cassels & Graydon LLP, Suite 3500 - 1133 Melville Street, Vancouver, British Columbia, Canada, V6E 4E5, Attention: Alexandra Luchenko, or by email to alexandra.luchenko@blakes.com, not later than 4:00 p.m. (Vancouver time) on August 6, 2024, or two business days prior to any postponed or adjourned Meeting;

 

(b)a dissenting F3 Shareholder shall not have voted his, her or its F3 Shares at the Meeting, either by proxy or in person, in favour of the Arrangement Resolution;

 

8 -

(c)a vote against the Arrangement Resolution or an abstention shall not constitute the written objection required under subparagraph (a);

 

(d)a dissenting F3 Shareholder may not exercise rights of dissent in respect of only a portion of such dissenting F3 Shareholder's F3 Shares but may dissent only with respect to all of the F3 Shares held by such person; and

 

(e)the exercise of such right of dissent must otherwise comply with the requirements of Section 190 of the CBCA, as modified by the Plan of Arrangement and this Interim Order.

 

23.          Subject to further order of this Court, the rights available to the F3 Shareholders under the CBCA and the Arrangement to dissent from the Arrangement shall constitute full and sufficient rights of dissent for the F3 Shareholders with respect to the Arrangement.

 

24.          Notice to the F3 Shareholders of their right of dissent with respect to the Arrangement Resolution and to receive, subject to the provisions of the CBCA and the Arrangement, the fair value of their F3 Shares shall be given by including information with respect to this right in the Circular to be sent to F3 Shareholders in accordance with this Interim Order.

 

APPLICATION FOR FINAL ORDER

 

25.          Upon the approval, with or without variation, by the F3 Shareholders of the Arrangement, in the manner set forth in this Interim Order, F3 may apply to this Court for, inter alia, an Order:

 

(a)pursuant to CBCA Section 192(4)(e) approving the Arrangement; and

 

(b)pursuant to CBCA Section 192(4)(e) declaring that the terms and conditions of the Arrangement, and the exchange of securities to be effected by the Arrangement, are procedurally and substantively fair and reasonable to those who will receive securities in the exchanges.

 

(collectively, the "Final Order")

 

and that the hearing of the Final Order will be held on August 13, 2024 at 9:45 a.m. (Vancouver time) at the Courthouse at 800 Smithe Street, Vancouver, British Columbia or as soon thereafter as the hearing of the Final Order can be heard or at such other date and time as this Court may direct.

 

9 -

26.          The form of Notice of Hearing of Petition is hereby approved as the form of Notice of Proceedings for such approval. Any F3 Shareholder, Notice Securityholder, creditor of F3, or any other interested person, has the right to appear (either in person or by counsel) and make submissions at the hearing of the application for the Final Order.

 

27.          Any F3 Shareholder, Notice Securityholder, creditor of F3, or any other interested person, seeking to appear at the hearing of the application for the Final Order shall:

 

(a)file and deliver a Response in the form prescribed by the Rules of Court, and a copy of all materials upon which they intend to rely, to the Petitioner's solicitors at:

 

Blake, Cassels & Graydon LLP
Barristers and Solicitors
1133 Melville Street
Suite 3500, The Stack
Vancouver, BC V6E 4E5

 

Attention: Alexandra Luchenko

 

by or before 4:00 p.m. (Vancouver time) on August 9, 2024, or as the Court may otherwise direct.

 

28.         Sending the Notice of Hearing of Petition and this Interim Order in accordance with paragraphs 9 and 10 of this Interim Order shall constitute good and sufficient service of this proceeding and no other form of service need be made and no other material need be served on persons in respect of these proceedings. In particular, service of the Petition herein and the accompanying Affidavit and additional Affidavits as may be filed, is dispensed with.

 

29.          In the event the hearing for the Final Order is adjourned, only those persons who have filed and delivered a Response in accordance with this Interim Order need be provided with notice of the adjourned hearing date and any filed materials.

 

VARIANCE

 

30.          The Petitioner shall be entitled, at any time, to apply to vary this Interim Order or for such further order or orders as may be appropriate.

 

10 -

31.          Rules 8-1 (apart from the requirement for an Application Record) and 16-1(8)-(12) of the Supreme Court Civil Rules are dispensed for the purposes of any further application to be made pursuant to this Petition.

 

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

 

 

Signature of lawyer for Petitioner

Isaias Loten (SiGnATURE)

 

 

 

No.

Vancouver Registry

 

IN THE SUPREME COURT OF BRITISH COLUMBIA

 

IN THE MATTER OF SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. 44, AS AMENDED

 

AND

 

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING

F3 URANIUM CORP. AND F4 URANIUM CORP.

 

F3 URANIUM CORP.

 

PETITIONER

 

 

 

ORDER MADE AFTER APPLICATION

 

 

 

Isaias Loten

Blake, Cassels & Graydon LLP

Barristers and Solicitors

1133 Melville Street

Suite 3500, The Stack

Vancouver, BC V6E 4E5

(604) 631-3300

 

Agent: Dye & Durham

 

 

SCHEDULE “F”

 

Notice of Hearing of Petition

 

(see attached)

67

 

 

No.

Vancouver Registry

 

IN THE SUPREME COURT OF BRITISH COLUMBIA

 

IN THE MATTER OF SECTION 192 OF THE

CANADA BUSINESS CORPORATIONS ACT, R.S.C. 1985, C. 44, AS AMENDED

 

AND

 

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING

F3 URANIUM CORP. AND F4 URANIUM CORP.

 

F3 URANIUM CORP.

 

PETITIONER

 

NOTICE OF HEARING OF PETITION

 

To:The holders of common shares in the capital of F3 Uranium Corp. (the “F3 Shares”, the holders of which are the “F3 Shareholders”)
  
And to:The holders of options to purchase F3 Shares (the “Optionholders”)
  
And to:The holders of share purchase warrants to acquire F3 Shares (the “Warrantholders”)
  
And to:The holders of restricted share units of Sabina (the “RSU Holders”, and with the Optionholders and Warrantholders, the “Notice Securityholders”)

  

NOTICE IS HEREBY GIVEN that a Petition has been filed by the Petitioner, F3 Uranium Corp. in the Supreme Court of British Columbia (the “Court”) for approval of a plan of arrangement (the “Arrangement”), pursuant to the Canada Business Corporations Act, R.S.C., 1985, c. 44, as amended (the “CBCA”);

 

AND NOTICE IS FURTHER GIVEN that by an Interim Order Made After Application, pronounced by the Court on June 28, 2024, the Court has given directions as to the calling of a special meeting of the F3 Shareholders, for the purpose of, among other things, considering and voting upon the special resolution approving the Arrangement;

 

AND NOTICE IS FURTHER GIVEN that an application for a Final Order approving the Arrangement, and for a determination that the terms of the Arrangement are procedurally and substantively fair and reasonable to all those who will receive securities in the exchanges to be effected by the Arrangement, shall be made before the presiding Judge in Chambers at the Courthouse, 800 Smithe Street, Vancouver, British Columbia on August 13, 2024 at 9:45 am (Vancouver time), or as soon thereafter as counsel may be heard (the “Final Application”).

 

AND NOTICE IS FURTHER GIVEN that the Final Order approving the Arrangement will, if made, serve as the basis of an exemption from the registration requirements of the United

 

 

- 2 -

 

States Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof with respect to securities of F3 Uranium Corp. and F4 Uranium Corp. to be issued under the Arrangement.

 

IF YOU WISH TO BE HEARD, any person affected by the Final Order sought may appear (either in person or by counsel) and make submissions at the hearing of the Final Application if such person has filed with the Court at the Court Registry, 800 Smithe Street, Vancouver, British Columbia, a Response to Petition (“Response”) in the form prescribed by the Supreme Court Civil Rules and delivered a copy of the filed Response, together with all affidavits and other material on which such person intends to rely at the hearing of the Final Application, including an outline of such person’s proposed submissions, to the Petitioner at its address for delivery set out below by or before 4:00 p.m. (Vancouver Time) on August 9, 2024.

 

The Petitioner’s address for delivery is: 

 

 

Blake, Cassels & Graydon LLP

Barristers and Solicitors

1133 Melville Street

Suite 3500, The Stack

Vancouver, BC V6E 4E5

 

Attention: Alexandra Luchenko

 

IF YOU WISH TO BE NOTIFIED OF ANY ADJOURNMENT OF THE FINAL APPLICATION, YOU MUST GIVE NOTICE OF YOUR INTENTION by filing and delivering the form of “Response” as aforesaid. You may obtain a form of “Response” at the Court Registry, 800 Smithe Street, Vancouver, British Columbia, V6Z 2E1.

 

AT THE HEARING OF THE FINAL APPLICATION the Court may approve the Arrangement as presented, or may approve it subject to such terms and conditions as the Court deems fit.

 

IF YOU DO NOT FILE A RESPONSE and attend either in person or by counsel at the time of such hearing, the Court may approve the Arrangement, as presented, or may approve it subject to such terms and conditions as the Court shall deem fit, all without any further notice to you. If the Arrangement is approved, it will significantly affect the rights of the F3 Shareholders and the Notice Securityholders.

 

A copy of the Petition, affidavits and other documents in the proceeding will be furnished to any person receiving this Notice upon request in writing addressed to the solicitors of the Petitioner at the address for delivery set out above. 

 

Date: June 28, 2024

 

 

Signature of lawyer for Petitioner

Alexandra Luchenko

 

 

SCHEDULE “G”

 

Dissent Provisions of the Canada Business Corporations Act

 

(see attached)

68

 

SCHEDULE “G”

 

Dissent Provisions of the Canada Business Corporations Act

 

Right to dissent

 

190 (1) Subject to sections 191 and 241, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under paragraph 192(4)(d) that affects the holder or if the corporation resolves to

 

(a) amend its articles under section 173 or 174 to add, change or remove any provisions restricting or constraining the issue, transfer or ownership of shares of that class;

 

(b) amend its articles under section 173 to add, change or remove any restriction on the business or businesses that the corporation may carry on;

 

(c) amalgamate otherwise than under section 184;

 

(d) be continued under section 188;

 

(e) sell, lease or exchange all or substantially all its property under subsection 189(3); or

 

(f) carry out a going-private transaction or a squeeze-out transaction.

 

Further right

 

(2) A holder of shares of any class or series of shares entitled to vote under section 176 may dissent if the corporation resolves to amend its articles in a manner described in that section.

 

If one class of shares

 

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

 

Payment for shares

 

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

 

 

- 2 -

 

No partial dissent

 

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

 

Objection

 

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

 

Notice of resolution

 

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

 

Demand for payment

 

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

 

(a)the shareholder’s name and address;

 

(b)the number and class of shares in respect of which the shareholder dissents; and

 

(c)a demand for payment of the fair value of such shares.

 

Share certificate

 

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

 

Forfeiture

 

(9) A dissenting shareholder who fails to comply with subsection (8) has no right to make a claim under this section.

 

 

- 3 -

 

Endorsing certificate

 

(10) A corporation or its transfer agent shall endorse on any share certificate received under subsection (8) a notice that the holder is a dissenting shareholder under this section and shall forthwith return the share certificates to the dissenting shareholder.

 

Suspension of rights

 

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

 

(a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

 

(b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

 

(c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9), in which case the shareholder’s rights are reinstated as of the date the notice was sent.

 

Offer to pay

 

(12) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (7), send to each dissenting shareholder who has sent such notice

 

(a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

 

(b) if subsection (26) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

 

Same terms

 

(13) Every offer made under subsection (12) for shares of the same class or series shall be on the same terms.

 

 

- 4 -

 

Payment

 

(14) Subject to subsection (26), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (12) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

 

Corporation may apply to court

 

(15) Where a corporation fails to make an offer under subsection (12), or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as a court may allow, apply to a court to fix a fair value for the shares of any dissenting shareholder.

 

Shareholder application to court

 

(16) If a corporation fails to apply to a court under subsection (15), a dissenting shareholder may apply to a court for the same purpose within a further period of twenty days or within such further period as a court may allow.

 

Venue

 

(17) An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province.

 

No security for costs

 

(18) A dissenting shareholder is not required to give security for costs in an application made under subsection (15) or (16).

 

Parties

 

(19) On an application to a court under subsection (15) or (16),

 

(a) all dissenting shareholders whose shares have not been purchased by the corporation shall be joined as parties and are bound by the decision of the court; and

 

(b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

 

 

- 5 -

 

Powers of court

 

(20) On an application to a court under subsection (15) or (16), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall then fix a fair value for the shares of all dissenting shareholders.

 

Appraisers

 

(21) A court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

 

Final order

 

(22) The final order of a court shall be rendered against the corporation in favour of each dissenting shareholder and for the amount of the shares as fixed by the court.

 

Interest

 

(23) A court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

 

Notice that subsection (26) applies

 

(24) If subsection (26) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (22), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

 

Effect where subsection (26) applies

 

(25) If subsection (26) applies, a dissenting shareholder, by written notice delivered to the corporation within thirty days after receiving a notice under subsection (24), may

 

(a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

 

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

 

 

- 6 -

 

Limitation

 

(26) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that

 

(a) the corporation is or would after the payment be unable to pay its liabilities as they become due; or

 

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

 

 

SCHEDULE “H”

 

Information Concerning F4 Post-Arrangement

 

(see attached)

69

 

SCHEDULE “H”

 

F4 URANIUM CORP. FOLLOWING THE ARRANGEMENT

 

TABLE OF CONTENTS

 

FORWARD LOOKING INFORMATION H-3
CORPORATE STRUCTURE H-4
Pre-Arrangement Transactions H-4
Intercorporate Relationships H-4
DESCRIPTION OF THE BUSINESS H-4
Overview H-4
F4’s Strategy H-5
Principal Markets H-5
Specialized Skills and Knowledge H-5
Competitive Condition H-5
Cycles H-5
Economic Dependence H-6
Environmental Protection H-6
Employees H-6
Foreign Operations H-6
HISTORY H-6
Events Subsequent to 2019 H-6
AVAILABLE FUNDS AND PRINCIPAL PURPOSES H-6
Available Funds H-6
Principal Purposes H-6
Business Objectives and Milestones H-7
Operate as an exploration company focused on advancing the F4 Properties Mineral Projects H-7
DIVIDENDS OR DISTRIBUTIONS H-7
Summary of financial information H-7
Cautionary Note H-7
Financials for F4 H-7
DESCRIPTION OF SHARE CAPITAL H-8
Authorized Capital H-8
F4 Shares H-8
F4 Warrants H-8
F4 Options H-8
F4 Option Plan H-9
F4 RSUs H-13
F4 Fixed Equity Incentive Plan H-13
No Stock Exchange Listing H-16
CONSOLIDATED CAPITALIZATION H-17
OPTIONS TO PURCHASE SECURITIES H-17
PRIOR SALES H-20
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFERS H-21
PRINCIPAL SHAREHOLDERS H-21
DIRECTORS AND EXECUTIVE OFFICERS H-21
Cease Trade Orders, Bankruptcies, Penalties or Sanctions H-22

H-1

 

Conflicts of Interest H-23
DIRECTOR AND EXECUTIVE OFFICER COMPENSATION H-23
Compensation Discussion and Analysis H-23
Termination of Employment, Changes in Responsibility and Employment Contracts H-23
Option-Based Awards H-23
DSU and Share Unit-Based Awards H-24
INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES H-24
AUDIT COMMITTEE H-24
The Audit Committee’s Charter H-24
Composition of the Audit Committee H-24
Relevant Education and Experience H-25
Pre-Approval Policies and Procedures H-25
External Auditors Service Fees (By Category) H-25
Exemption in Section 6.1 of NI 52-110 H-25
CORPORATE GOVERNANCE H-26
Board of Directors H-26
Directorships H-26
Orientation and Continuing Education H-26
Business Conduct H-26
Nomination of Directors H-27
Compensation H-27
Board Committees H-27
Assessments H-27
RISK FACTORS H-27
PROMOTER H-38
LEGAL PROCEEDINGS AND REGULATORY ACTIONS H-38
INTERESTS OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS H-39
AUDITORS, TRANSFER AGENT AND REGISTRAR H-39
MATERIAL CONTRACTS H-39
EXPERTS H-39
FINANCIAL STATEMENTS DISCLOSURE H-40
EXHIBIT A AUDIT COMMITTEE CHARTER OF F4 URANIUM CORP. A-1
EXHIBIT B INFORMATION CONCERNING THE LAZY EDWARD BAY PROPERTY B-1
EXHIBIT C INFORMATION CONCERNING THE MURPHY LAKE PROPERTY C-1

H-2

 

FORWARD LOOKING INFORMATION

 

This Schedule “H” includes and incorporates statements that are prospective in nature that constitute forward-looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Arrangement and the expected timing related thereto; the tax treatment of the Arrangement; the expected operations, financial results and condition of F4 following the Arrangement; F4’s future objectives and strategies to achieve those objectives, including the future prospects of F4 as an independent company; the estimated cash flow, capitalization and adequacy thereof for F4 following the Arrangement; the expected benefits of the Arrangement to, and resulting treatment of, shareholders of F4 (“F4 Shareholders”) and holders of options and RSUs; the anticipated effects of the Arrangement; the fair market value of F4 Shares; the estimated costs of the Arrangement; the satisfaction of the conditions to consummate the Arrangement; as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans”, “continue”, or similar expressions suggesting future outcomes or events.

 

Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management, management’s historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in or incorporated into this Schedule “H”, F4 has made certain assumptions with respect to, among other things, the anticipated approval of the Arrangement by Shareholders and the Court; the anticipated receipt of any required regulatory approvals and consents; the expectation that each of F3 and F4 will comply with the terms and conditions of the Arrangement Agreement; the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Arrangement Agreement; that no unforeseen changes in the legislative and operating framework for F4 will occur; that F4 will meet its future objectives and priorities; that F4 will have access to adequate capital to fund its future projects and plans; and that F4’s future projects and plans will proceed as anticipated; as well as assumptions concerning general economic and industry growth rates, commodity prices, currency exchange and interest rates, and competitive intensity.

 

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to: conditions precedent or approvals required for the Arrangement not being obtained; the potential benefits of the Arrangement not being realized; the potential value for the New F3 Shares and the F4 Shares after the Arrangement being less than the trading price of F3 Shares immediately prior to the Arrangement; there being no current plan to list F4 Shares on any stock exchange; there being no established market for the F4 Shares; F4 Shares may not be “Qualified Investments” as defined in Canadian federal income tax law; the potential inability or unwillingness of current Shareholders to hold New F3 Shares and/or F4 Shares following the Arrangement; F3’s ability to delay or amend the implementation of all or part of the Arrangement or to proceed with the Arrangement even if certain consents and approvals are not obtained on a timely basis; future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; the reduced diversity of F3 and F4 as separate companies; the costs related to the Arrangement that must be paid even if the Arrangement is not completed; general business and economic uncertainties and adverse market conditions; risks related to F4’s status as an independent reporting issuer following the Arrangement; and risks related to the achievement of F4’s business objectives.

H-3

 

For a further description of these and other factors that could cause actual results to differ materially from the forward-looking statements included in or incorporated into this Schedule “H”, see the risk factors discussed under the heading “Risk Factors” in this Schedule “H”, in the Circular and in Schedule “N”, as well as the risk factors included in F3’s annual information form for the year ended June 20, 2023 and F3’s management’s discussion and analysis for the year ended June 30, 2023 and as described from time to time in the reports and disclosure documents filed by F3 with the Canadian securities regulatory agencies and commissions. This list is not exhaustive of the factors that may impact F4’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on F4’s forward-looking statements. As a result of the foregoing and other factors, there can be no assurance that actual results will be consistent with these forward-looking statements.

 

All forward-looking statements included in and incorporated into this Schedule “H” are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of the Circular and except as required by applicable law, F3 and F4 undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

 

Readers are cautioned that the actual results achieved will vary from the information provided herein and that such variations may be material. Consequently, there are no representations by F3 or F4 that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements. Reference should also be made to the section entitled “Forward-Looking Information” in the Circular.

 

All capitalized terms not defined herein have the same meanings ascribed to them in the Circular.

 

CORPORATE STRUCTURE

 

F4 Uranium Corp. is incorporated under the CBCA and its head and registered office is located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2, Canada.

 

Pre-Arrangement Transactions

 

Prior to the closing of the Arrangement, F4 expects to complete a reorganization, whereby the following will occur:

 

1. F3 will incorporate F4 as a wholly-owned subsidiary of F3 (this step was completed on February 13, 2023);

 

2. F3 will enter into the Arrangement Agreement between F3 and F4 (this step was completed on June 4, 2024); and

 

3. F3 will transfer F4 Properties to F4 in exchange for the F4 Shares, which will be distributed to the Shareholders in accordance with the Arrangement (this step is expected to be completed on or about August 15, 2024).

 

Intercorporate Relationships

 

Following the completion of the Arrangement, F4 will not have a subsidiary.

 

DESCRIPTION OF THE BUSINESS

 

Overview

 

F4 is a newly incorporated wholly-owned subsidiary of F3. Upon completion of the Arrangement, F4 will be a mineral exploration company. F4’s principal exploration and evaluation assets will include the F4 Properties.

 

Following the Arrangement, F4’s near-term focus will be to explore and develop the F4 Properties.

H-4

 

Prior to the completion of the Arrangement, F4 is not a reporting issuer and the F4 Shares are not listed on any stock exchange. Upon completion of the Arrangement, F4 expects that it will be a reporting issuer in British Columbia and Alberta. The F4 Shares will not be listed or posted for trading or any stock exchange and there is no current plan to list the F4 Shares on any stock exchange. Until the F4 Shares are listed on a stock exchange, F4 Shareholders may not be able to sell their F4 Shares. No assurance can be given as to if, or when, the F4 Shares will be listed or traded on any such stock exchange, including whether such listing will be completed on or before the date for F4’s first income tax return.

 

F4’s Strategy

 

F4’s strategy is to focus on creating value by providing shareholders with the ability to fully benefit from the future development of the F4 Properties through share ownership in F4. F4 will be able to unlock value for shareholders by allowing for better capital allocation to the F4 properties and prevent shareholder dilution for non-PLN Project exploration activity. F4 is a mineral exploration company and following the Arrangement, F4’s near-term focus will be to explore and develop the F4 Properties. F4 intends to execute on its strategy by leveraging the deep industry knowledge and expertise of its board and evaluate investment opportunities in the mining industry.

 

Principal Markets

 

As described more fully under “Description of the Business – Overview” above, F4 is a mineral exploration company with a portfolio of assets that includes the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake and Flowerdew Lake Properties.

 

Specialized Skills and Knowledge

 

Various aspects of F4’s business require specialized skills and knowledge. Such skills and knowledge include, but are not limited to, expertise related to mineral exploration, geology, geophysics, geochemistry, drilling, permitting, metallurgy, logistical planning, and implementation of exploration programs, as well as legal compliance, finance and accounting. F4 expects to rely upon various legal and financial advisors, consultants and others in the operation and management of its business.

 

Competitive Condition

 

The uranium exploration and mining business is competitive in all phases of exploration, development and production. F4 competes with a number of other entities and individuals in the search for and the acquisition of attractive mineral properties. As a result of this competition, the F4 may not be able to acquire attractive properties in the future on terms it considers acceptable. F4 may also encounter competition from other mining companies in efforts to hire experienced mining professionals. Increased competition could adversely affect F4’s ability to attract necessary funding or acquire suitable properties or prospects for mineral exploration in the future. Exploration for uranium is being carried out on various continents, but in recent years development activities by public companies have been generally concentrated in Canada, Africa and Australia. In Canada, exploration has focused on the Athabasca Basin region in northern Saskatchewan. Several uranium discoveries have been made in the Athabasca Basin region in recent years, and competition for capital, high-quality properties and professional staff can be intense. See “Risk Factors”.

 

Cycles

 

F4’s mineral exploration activities may be subject to seasonality due to adverse weather conditions including, without limitation, inclement weather, frozen ground and restricted access due to snow, ice or other weather-related factors. In addition, the mining and mineral exploration business is subject to global economic cycles effecting, among other things, the marketability and price of uranium products in the global marketplace.

H-5

 

Economic Dependence

 

F4’s business is not dependent on any contract to sell the major part of its products or services or to purchase the major part of its requirements for goods, services or raw materials, or on any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends.

 

Environmental Protection

 

F4 will engage in exploration activities on the F4 Properties and such activities are subject to various laws, rules and regulations governing the protection of the environment. Corporate obligations to protect the environment under the various regulatory regimes in which F4 operates may affect the financial position, operational performance and earnings of F4. A breach of such legislation may result in imposition of fines and penalties. Management believes all of F4’s activities are in material compliance with all applicable environmental legislation.

 

Employees

 

On the Effective Date, F4 expects to have a total of approximately 12 employees.

 

Foreign Operations

 

F4’s business is not dependent upon any foreign operations.

 

HISTORY

 

Events Subsequent to 2019

 

On February 13, 2024, F3 incorporated F4 as a wholly-owned subsidiary of F3.

 

On June 4, 2024 F4 entered into the Arrangement Agreement between F4 and F3, whereby F3 will be reorganized into two companies by way of the Plan of Arrangement under the CBCA.

 

AVAILABLE FUNDS AND PRINCIPAL PURPOSES

 

Available Funds

 

The working capital (being current assets less current liabilities) of F4 at March 31, 2024 was $14,999 working capital deficit. F4 will have approximately $14,999 in working capital deficit upon completion of the Arrangement.

 

Principal Purposes

 

The following table summarizes the expenditures anticipated by F4 required to achieve its business objectives during the 12 months following completion of the Arrangement:

 

 

Expenditures

Total Spend
August 15, 2024 –

August 15, 2025

Exploration Expenditures – Joint Ventures $11,400,000
Exploration Expenditures – Flow Through $5,000,000
General Working Capital $930,000
 
Total $17,330,000

H-6

 

F4 currently does not have the funds needed to meet exploration and general working capital requirements and will arrange for a financing immediately after closing of the Arrangement, For the next twelve months, the Company will incur $16,4000,000 in exploration expenditures of which $11,400,000 will be funded by joint venture partners and $5,000,000 will be funded by the Company. In addition, the Company will need about $930,000 in general working capital. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary for F4 to achieve its objectives or to pursue other opportunities that management believes are in the interests of F4. See “Risk Factors – Risks Relating to F4’s Business” in this Schedule “H”.

 

Business Objectives and Milestones

 

At present, F4 is a mineral exploration company focused on developing the F4 Properties. F4’s goal is to increase shareholder value by allowing for better capital allocation to the F4 Properties and prevent shareholder dilution for non-PLN Project exploration activity.

 

With the funds available to it as described above under the heading “Available Funds”, F4 intends to:

 

Operate as an exploration company focused on advancing the F4 Properties Mineral Projects

 

Following the Arrangement, the Lazy Edward Bay and Murphy Lake properties will be considered F4’s material properties for the purpose of National Instrument 43-101 Standards of Disclosure for Mineral Projects. Please refer to Exhibit B to this Schedule for information on the Lazy Edward Bay property and Exhibit C to this Schedule for information on the Murphy Lake property.

 

DIVIDENDS OR DISTRIBUTIONS

 

F4 has not paid any dividends since its incorporation and does not currently have a policy with respect to the payment of dividends. For the immediate future F4 does not envisage any earnings arising from which dividends could be paid. The payment of dividends in the future will depend on the earnings, if any, and F4’s financial condition and such other factors as the board of directors of F4 (the “F4 Board”) considers appropriate. See “Risk Factors” in this Schedule “H”.

 

SUMMARY OF FINANCIAL INFORMATION

 

Cautionary Note

 

The summary of financial information has been prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the Arrangement had been completed on the date or for the periods note above, nor do they purport to project the results of operations or financial position for any future period or as of any future date.

 

Financials for F4

 

Included as Schedule “J” to this Circular are the financial statements of F4 consisting of: (A) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows as at the date of incorporation on February 13, 2024; (B) a statement of financial position as at the end of the financial period; and (C) the notes thereto.

 

Included as Schedule “K” to this Circular are the pro forma financial statements of F4 consisting of: (A) pro forma statement of financial position as at the date of F4’s most recent statement of financial position, that gives effect to the Arrangement as if it had taken place on such date; (B) F4’s pro forma income statement, that gives effect to the Arrangement as if it had take place at the beginning of its financial year; and (C) F4’s pro forma earnings per share based on the pro forma financial statements.

H-7

 

DESCRIPTION OF SHARE CAPITAL

 

Authorized Capital

 

F4 is authorized to issue an unlimited number of common shares with no par value. As at the date of this Circular, one F4 Share was issued and outstanding. The sole F4 Share issued and outstanding is held by F3. Immediately following the Effective Time, it is expected that 49,335,270 F4 Shares will be outstanding pursuant to the Arrangement (assuming no F3 Warrants or F3 Options are exercised and no F3 RSUs vest between the date of the Circular and the Effective Date) or 60,762,122 F4 Shares (assuming all F3 Warrants, F3 Options are exercised and all F3 RSUs vest prior to the Effective Date).

 

F4 Shares

 

All of the F4 Shares rank equally as to voting rights, participation in a distribution of the assets of F4 on a liquidation, dissolution or winding-up of F4 and entitlement to any dividends declared by F4. The holders of the F4 Shares are entitled to receive notice of, and to attend and vote at, all meetings of shareholders (other than meetings at which only holders of another class or series of shares are entitled to vote). Each F4 Shares carries the right to one vote. In the event of the liquidation, dissolution or winding-up of F4, or any other distribution of the assets of F4 among its shareholders for the purpose of winding-up its affairs, the holders of F4 shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the payment by F4 of all of its liabilities. The holders of F4 Shares are entitled to receive dividends as and when declared by the F4 Board in respect of the F4 Shares on a pro rata basis. The F4 Shares do not have pre-emptive rights, conversion rights or exchange rights and are not subject to redemption, retraction purchase for cancellation or surrender provisions. There are no sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and there are no provisions which are capable of requiring a security holder to contribute additional capital.

 

F4 Warrants

 

As of the date of this Circular, F4 does not have any warrants other than the approximately 38,211,588 F3 Warrants for which, pursuant to the Arrangement, the F3 Warrantholders will receive, upon due exercise of the F3 Warrant, for the original exercise price:

 

(i)one New F3 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time, and

 

(ii)one-tenth of a F4 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time.

 

Immediately following the Effective Time, it is currently expected that the outstanding F3 Warrants will entitle the F3 Warrantholders to, upon due exercise of the F3 Warrants, an aggregate of 3,821,159 F4 Shares. F3 shall, as agent for F4, collect and pay to F4 an amount for each one-tenth of a F4 Share so issued that is equal to the exercise price under the F3 Warrant multiplied by one-tenth.

 

As the F4 Shares are not listed on any stock exchange, the market value of the F4 Shares underlying the F3 Warrants on the date of grant is not readily available.

 

F4 Options

 

As of the date of this Circular, there are no F4 Options outstanding. Pursuant to the Plan of Arrangement, each F3 Option then outstanding to acquire one F3 Share shall be transferred and exchanged for:

 

(i)one F3 Replacement Option to acquire one New F3 Share having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of a New F3 Share at the Effective Time divided by the total of the fair market value of a new F3 Share and the fair market value of one-tenth of a F4 Share at the Effective Time; and

H-8

 

(ii)one F4 Option to acquire one-tenth of a F4 Share, each whole F4 Option having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of one-tenth of a F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time.

 

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the F3 Replacement Option and the F4 Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the F3 Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 Options.

 

The F4 Board will adopt the F4 Option Plan. Shareholders are being asked to consider and, if thought advisable, to pass, with or without amendment, an ordinary resolution to approve the F4 Option Plan.

 

The purpose of the F4 Option Plan is to attract, retain and motivate qualified directors, officers, employees and consultants (collectively, the “F4 Option Plan Participants”) to align the interests of such persons with those of shareholders of F4 through the incentive inherent in share ownership and by providing them an opportunity to participate in F4’s future performance through awards of options.

 

F4 believes the F4 Option Plan will increase its ability to attract skilled individuals by providing them with the opportunity, through the exercise of stock options to benefit from the anticipated growth of F4. The F4 Board has the authority to determine the F4 Option Plan Participants to whom options will be granted, the number of options to be granted to each person and the price at which F4 Shares may be purchased, subject to the terms and conditions set forth in the F4 Option Plan.

 

F4 Option Plan

 

Eligibility

 

The F4 Option Plan allows the Company to grant F4 Options to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and its subsidiaries (collectively, the “F4 Option Plan Participants”).

 

Number of Shares Issuable

 

The aggregate number of F4 Shares that may be issued to F4 Option Plan Participants under the F4 Option Plan will be that number of Shares equal to 10% of the issued and outstanding F4 Shares on the particular date of grant of the F4 Option.

 

Limits on Participation

 

If F4 is listed on the TSXV, the F4 Option Plan provides for the following limits on grants, unless disinterested Shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the TSXV:

 

(i)the maximum number of F4 Shares that may be issued to any one F4 Option Plan Participant (and where permitted pursuant to the policies of the Exchange, any company that is wholly owned by the F4 Option Plan Participant) under the F4 Option Plan, together with any other security based compensation arrangements, within a twelve (12) month period, may not exceed 5% of the issued F4 Shares calculated on the date of grant;

H-9

 

(ii)the maximum number of F4 Shares that may be issued to insiders collectively under the F4 Option Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 10% of the issued Shares calculated on the date of grant; and

 

(iii)the maximum number of F4 Shares that may be issued to insiders collectively under the F4 Option Plan, together with any other security-based compensation arrangements, may not exceed 10% of the issued Shares at any time.

 

If applicable and for so long as such limitation is required by the TSXV, the maximum number of F4 Options which may be granted within any twelve (12) month period to F4 Option Plan Participants who perform investor relations activities must not exceed 2% of the issued and outstanding Shares, and such F4 Options must vest in stages over twelve (12) months with no more than 25% vesting in any three (3) month period. In addition, the maximum number of F4 Shares that may be granted to any one consultant under the F4 Option Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 2% of the issued Shares calculated on the date of grant.

 

Administration

 

The plan administrator of the F4 Option Plan (the “F4 Option Plan Administrator”) will be the F4 Board or a committee of the F4 Board, if delegated. The F4 Option Plan Administrator will, among other things, determine which directors, officers, employees or consultants are eligible to receive F4 Options under the F4 Option Plan; determine conditions under which F4 Options may be granted, vested or exercised, including the expiry date, exercise price and vesting schedule of the F4 Options; establish the form of option certificate (“Option Certificate”); interpret the F4 Option Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the F4 Option Plan.

 

Subject to any required regulatory or shareholder approvals, the F4 Option Plan Administrator may also, from time to time, without notice to or without approval of the shareholders or the F4 Option Plan Participants, amend, modify, change, suspend or terminate the F4 Options granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the F4 Option Plan or any F4 Option granted pursuant thereto may materially impair any rights of a F4 Option Plan Participant or materially increase any obligations of a F4 Option Plan Participant under the F4 Option Plan without the consent of such F4 Option Plan Participant, unless the F4 Option Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements or as otherwise permitted pursuant to the F4 Option Plan.

 

All of the F4 Options are subject to the conditions, limitations, restrictions, vesting, exercise and forfeiture provisions determined by the F4 Option Plan Administrator, in its sole discretion, subject to such limitations provided in the F4 Option Plan and will be evidenced by an Option Certificate. In addition, subject to the limitations provided in the F4 Option Plan and in accordance with applicable law, the F4 Option Plan Administrator may accelerate the vesting of F4 Options, cancel or modify outstanding F4 Options and waive any condition imposed with respect to F4 Options or F4 Shares issued pursuant to F4 Options.

 

Exercise of F4 Options

 

F4 Options shall be exercisable as determined by the F4 Option Plan Administrator at the time of grant, provided that no F4 Option shall have a term exceeding ten (10) years in the event that the F4 Shares are listed on the TSXV.

 

Subject to all applicable regulatory rules, the vesting schedule for a F4 Option, if any, shall be determined by the F4 Option Plan Administrator. The F4 Option Plan Administrator may elect, at any time, to accelerate the vesting schedule of a F4 Option, and such acceleration will not be considered an amendment to such F4 Option and will not require the consent of the F4 Option Plan Participant in question. However, no acceleration to the vesting schedule of a F4 Option granted to a F4 Option Plan Participant performing investor relations services may be made without prior acceptance of the Exchange.

H-10

 

The exercise price of a F4 Option shall be determined by the F4 Option Plan Administrator and cannot be lower than the greater of: (i) the minimum price required by the TSXV, if applicable; and (ii) the market value of the F4 Shares on the applicable grant date.

 

A F4 Option Plan Participant may exercise the F4 Options in whole or in part through any one of the following forms of consideration, subject to applicable laws, prior to the expiry date of such F4 Options, as determined by the F4 Option Plan Administrator:

 

the F4 Option Plan Participant may send a wire transfer, certified cheque or bank draft payable to F4 in an amount equal to the aggregate exercise price of the F4 Shares being purchased pursuant to the exercise of the F4 Option;

 

a brokerage firm may be engaged to loan money to the F4 Option Plan Participant in order for the F4 Option Plan Participant to exercise the F4 Options to acquire the F4 Shares, subsequent to which the brokerage firm shall sell a sufficient number of Shares to cover the exercise price of such F4 Options to satisfy the loan. The brokerage firm shall receive an equivalent number of Shares from the exercise of the F4 Options, and the F4 Option Plan Participant shall receive the balance of the Shares or cash proceeds from the balance of such Shares; and

 

consideration may be paid by reducing the number of F4 Shares otherwise issuable under the F4 Options, in lieu of a cash payment to F4, a F4 Option Plan Participant, excluding those providing investor relations services, only receives the number of F4 Shares that is equal to the quotient obtained by dividing: (i) the product of the number of F4 Options being exercised multiplied by the difference between the volume-weighted average trading price of the F4 Shares and the exercise price of the F4 Options, by (ii) the volume-weighted average trading price of the F4 Shares.

 

If an exercise date for a F4 Option occurs during a trading black-out period imposed by F4 to restrict trades in its securities, then, notwithstanding any other provision of the F4 Option Plan, the F4 Option shall be exercised no more than ten business days after the trading black-out period is lifted by the F4, subject to certain exceptions.

 

Any F4 Options granted to a F4 Option Plan Participant under the F4 Option Plan shall terminate at a date no later than twelve (12) months from the date such F4 Option Plan Participant ceases to be a F4 Option Plan Participant.

 

Termination of Employment or Services and Change in Control

 

The following describes the impact of certain events that may, unless otherwise determined by the F4 Option Plan Administrator or as set forth in an Option Certificate, lead to the early expiry of F4 Options granted under the F4 Option Plan.

 

Termination by F4 for cause: Forfeiture of all unvested F4 Options. The F4 Option Plan Administrator may determine that all vested F4 Options shall be forfeited, failing which all vested F4 Options shall be exercised in accordance with the F4 Option Plan.
Voluntary  resignation  of  a  F4  Option  Plan Participant: Forfeiture of all unvested F4 Options. Exercise of vested Options in accordance with the F4 Option Plan.
Termination by F4 other than for cause: Acceleration of vesting of a portion of unvested F4 Options in accordance with a prescribed formula as set out in the F4 Option Plan. Forfeiture of the remaining unvested F4 Options. Exercise of vested F4 Options in accordance with the F4 Option Plan.
Death or disability of a F4 Option Plan Participant: Acceleration of vesting of all unvested F4 Options. Exercise of vested F4 Options in accordance with the F4 Option Plan.
Termination or voluntary resignation for good reason within twelve (12) months of a control: Acceleration of vesting of all unvested F4 Options. Exercise of vested F4 Options in accordance with the F4 Option Plan.

H-11

 

In the event of a triggering event, which includes a change in control, dissolution or winding-up of F4, a material alteration of the capital structure of F4 and a disposition of all or substantially all of the F4’s assets, the F4 Option Plan Administrator may, without the consent of the F4 Option Plan Participant, cause all or a portion of the F4 Options granted to terminate upon the occurrence of such event.

 

Amendment or Termination of the F4 Option Plan

 

Subject to any necessary regulatory approvals, the F4 Option Plan may be suspended or terminated at any time by the F4 Option Plan Administrator, provided that no such suspension or termination shall alter or impact any rights or obligations under a F4 Option previously granted without the consent of the F4 Option Plan Participant.

 

In the instance that F4 Shares are listed on the TSXV the following limitations apply to the F4 Option Plan and all F4 Options thereunder as long as such limitations are required by the TSXV:

 

any adjustment to F4 Options, other than in connection with a security consolidation or security split, will be subject to prior TSXV acceptance;

 

any amendment to the F4 Option Plan will be subject to prior TSXV acceptance, except for amendments to reduce the number of F4 Shares issuable under the F4 Option Plan, to increase the exercise price of F4 Options or to cancel F4 Options;

 

any amendments made to the F4 Option Plan shall require regulatory and shareholder approval, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the F4 Option Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and;

 

the exercise price of a F4 Option previously granted to an insider must not be reduced, or the extension of the expiry date of a F4 Option held by an insider may not be extended, unless F4 has obtained disinterested shareholder approval to do so in accordance with TSXV policies.

 

Subject to the foregoing limitations and any necessary regulatory approvals, the F4 Option Plan Administrator may amend any existing F4 Options or the F4 Option Plan or the terms and conditions of any F4 Option granted thereafter, although the F4 Option Plan Administrator must obtain written consent of the F4 Option Plan Participant (unless otherwise excepted out by a provision of the F4 Option Plan) where such amendment would materially decrease the rights or benefits accruing to a F4 Option Plan Participant or materially increase the obligations of a F4 Option Plan Participant.

H-12

 

F4 RSUs

 

As of the date of this Circular, F4 does not have any RSUs other than the approximately 33,202,377 F3 RSUs for which, pursuant to the Arrangement, each outstanding F3 RSU then outstanding to acquire one F3 Share shall be transferred and exchange for:

 

(i)one New F3 RSU to acquire one New F3 Share and having the same vesting conditions and other terms as the F3 RSU, and

 

(ii)one F4 RSU to acquire one-tenth of a F4 Share as governed by the F4 RSU Plan. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F4 RSUs.

 

Accordingly, the number of shares receivable under the New F3 RSUs and F4 RSUs will be adjusted such that the aggregate fair market value of such shares receivable immediately after the exchange does not exceed the fair market value of the F3 shares receivable immediately before the exchange.

 

F4 Fixed Equity Incentive Plan

 

Eligibility

 

The F4 Equity Incentive Plan provides flexibility to the F4 to grant equity-based incentive awards in the form of restricted share units (“F4 RSUS”), performance share units (“F4 PSUS”) and deferred share units (“F4 DSUS”) (collectively, the “Awards”) to attract, retain and motivate qualified directors, officers, employees and consultants of the company and its subsidiaries, excluding any persons who perform investor relations activities on behalf of the company or any of its subsidiaries (collectively, the “F4 Equity Incentive Plan Participants”).

 

Number of Shares Issuable

 

The aggregate number of F4 Shares that may be issued to equity incentive plan participants under the equity incentive plan may not exceed 4,933,527 subject to adjustment as provided for in the F4 Equity Incentive Plan and approved by disinterested shareholders at a duly called meeting.

 

Limitation on Participation

 

The F4 Equity Incentive Plan provides for the following limits on grants, in the instance that F4 is subject to the requirements of the TSXV, unless disinterested shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the exchange:

 

(i)the maximum number of F4 Shares that may be issued to any one equity incentive plan participant (and where permitted pursuant to the policies of the exchange, any company that is wholly owned by the equity incentive plan participant) under the equity incentive plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 5% of the issued F4 Shares calculated on the date of grant;

 

(ii)the maximum number of F4 Shares that may be issued to insiders collectively under the equity incentive plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 10% of the issued F4 Shares calculated on the date of grant; and

 

(iii)the maximum number of F4 Shares that may be issued to insiders collectively under the equity incentive plan, together with any other security-based compensation arrangements, may not exceed 10% of the issued F4 Shares at any time.

H-13

 

If applicable and for so long as such limitation is required by the TSXV, the maximum number of F4 Shares that may be granted to any one consultant under the F4 Equity Incentive Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 2% of the issued F4 Shares calculated on the date of grant.

 

Administration

 

The plan administrator of the F4 Equity Incentive Plan (the “F4 Equity Incentive Plan Administrator”) will be the F4 Board or a committee of the F4 Board, if delegated. The F4 Equity Incentive Plan Administrator will, among other things, determine which directors, officers, employees or consultants are eligible to receive Awards under the F4 Equity Incentive Plan; determine any vesting provisions or other restrictions on Awards; determine conditions under which Awards may be granted, vested or settled, including establishing performance goals; establish the form of Award agreement (“Award Agreement”); interpret the F4 Equity Incentive Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the F4 Equity Incentive Plan.

 

Subject to any required regulatory or shareholder approvals, the F4 Equity Incentive Plan Administrator may also, from time to time, without notice to or without approval of the shareholders or the F4 Equity Incentive Plan Participants, amend, modify, change, suspend or terminate the Awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the F4 Equity Incentive Plan or any Award granted pursuant thereto may materially impair any rights of a F4 Equity Incentive Plan Participant or materially increase any obligations of a F4 Equity Incentive Plan Participant under the F4 Equity Incentive Plan without the consent of such F4 Equity Incentive Plan Participant, unless the F4 Equity Incentive Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements, if applicable, or as otherwise permitted pursuant to the F4 Equity Incentive Plan.

 

All of the Awards are subject to the conditions, limitations, restrictions, vesting, settlement and forfeiture provisions determined by the F4 Equity Incentive Plan Administrator, in its sole discretion, subject to such limitations provided in the F4 Equity Incentive Plan and will be evidenced by an Award Agreement. In addition, subject to the limitations provided in the F4 Equity Incentive Plan and in accordance with applicable law, the F4 Equity Incentive Plan Administrator may accelerate the vesting or payment of Awards, cancel or modify outstanding Awards and waive any condition imposed with respect to Awards or F4 Shares issued pursuant to Awards.

 

Subject to the terms and conditions of the F4 Equity Incentive Plan, the Plan Administrator, may, in its discretion, credit outstanding Share Units (as defined below) and F4 DSUs with dividend equivalents in the form of additional Share Units and F4 DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on F4 Shares. Dividend equivalents credited to a F4 Equity Incentive Plan Participant’s accounts shall vest in proportion to the Share Units and F4 DSUs to which they relate, and shall be settled in accordance with terms of the F4 Equity Incentive Plan. Where the issuance of F4 Shares pursuant to the settlement of dividend equivalents will result in F4 having insufficient F4 Shares available for issuance or would result in F4 breaching its limits on grants of Awards, as set out above, F4 shall settle such dividend equivalents in cash.

 

Settlement of Vested Share Units

 

The F4 Equity Incentive Plan provides for the grant of restricted share units (each, a “F4 RSU”). A F4 RSU is a unit equivalent in value to a F4 Share which entitles the holder to receive one F4 Share, or cash, or a combination thereof for each vested F4 RSU. F4 RSUs shall, unless otherwise determined by the F4 Equity Incentive Plan Administrator, and as specifically set out in the Award Agreement, vest, if at all, following a period of continuous employment of the F4 Equity Incentive Plan Participant with F4 or a subsidiary of F4.

 

The F4 Equity Incentive Plan also provides for the grant of performance share units (each, a “F4 PSU”, together with RSUs, the “Share Units”), which entitles the holder to receive one F4 Share, or cash, or a combination thereof, for each vested F4 PSU. F4 PSUs shall, unless otherwise determined by the F4 Equity Incentive Plan Administrator, and as specifically set out in the Award Agreement, vest, if at all, subject to the attainment of certain performance goals and satisfaction of such other conditions to vesting, if any, as many be determined by the F4 Equity Incentive Plan Administrator.

H-14

 

Except where a F4 Equity Incentive Plan Participant dies or ceases to be a F4 Equity Incentive Plan Participant due to a change in control of F4, no Share Unit shall vest prior to the first anniversary of its date of grant. Upon settlement of the Share Units, which shall be within sixty (60) days of the date that the applicable vesting criteria are met, deemed to have been met or waived, and in any event no later than three years following the end of the year in respect of which the Share Units are granted, holders of the Share Units will receive any, or a combination of, the following (as determined solely at the discretion of the F4 Equity Incentive Plan Administrator):

 

(i)one fully paid and non-assessable F4 Share issued from treasury in respect of each vested Share Unit; or

 

(ii)a cash payment, which shall be determined by multiplying the number of Share Units redeemed for cash by the market value of a F4 Share (calculated with reference to the five (5) day volume weighted average trading price, and subject to a minimum price as set out in the F4 Equity Incentive Plan) (the “Market Price”) on the date of settlement.

 

F4 reserves the right to change its allocation of F4 Shares and/or cash payment in respect of a Share Unit settlement at any time up until payment is actually made. If a settlement date for a Share Unit occurs during a trading black-out period imposed by F4 to restrict trades in its securities, then, notwithstanding any other provision of the F4 Equity Incentive Plan, the Share Unit shall be settled no more than ten (10) business days after the trading black-out period is lifted by F4, subject to certain exceptions.

 

Settlement of Vested DSUs

 

The F4 Equity Incentive Plan also provides for the grant of deferred share units (each, a “F4 DSU”). A F4 DSU is a unit equivalent in value to a F4 Share which entitles the holder to receive one F4 Share, or cash, or a combination thereof, for each vested F4 DSU on a future date following the F4 Equity Incentive Plan Participant’s separation of services from F4 or its subsidiaries. Except where a F4 Equity Incentive Plan Participant dies or ceases to be a F4 Equity Incentive Plan Participant due to a change in control of F4 and as set out below, no F4 DSU shall vest prior to the first anniversary of its date of grant. Upon settlement of the F4 DSUs, which shall be no earlier than the date of the F4 Equity Incentive Plan Participant’s termination of services to F4 or its subsidiaries and no later than one (1) year after such date, holders of F4 DSUs will receive any or a combination of the following (as determined solely at the discretion of the F4 Equity Incentive Plan Administrator):

 

(i)one (1) fully paid and non-assessable F4 Share issued from treasury in respect of each vested F4 DSU; or

 

(ii)a cash payment, determined by multiplying the number of F4 DSUs redeemed for cash by the Market Price of a F4 Share on the date of settlement.

 

In addition to grants made by the F4 Equity Incentive Plan Administrator to all F4 Equity Incentive Plan Participants, directors of F4 may elect, subject to acceptance by F4, in whole or in part, of such election, to receive any portion of their director’s fees to be payable in F4 DSUs. F4 reserves the right to change its allocation of F4 Shares and/or cash payment in respect of a F4 DSU settlement at any time up until payment is actually made. If a settlement date for a F4 DSU occurs during a trading black-out period imposed by F4 to restrict trades in its securities, then, notwithstanding any other provision of the F4 Equity Incentive Plan, the F4 DSU shall be settled no more than ten (10) business days after the trading black-out period is lifted by F4, subject to certain exceptions.

H-15

 

Termination of Employment or Services and Change in Control

 

The following describes the impact of certain events that may, unless otherwise determined by the F4 Equity Incentive Plan Administrator or as set forth in an Award Agreement, lead to the early expiry of Awards granted under the F4 Equity Incentive Plan.

 

Termination by F4 for cause: Forfeiture of all unvested Awards. The F4 Equity Incentive Plan Administrator may determine that all vested Awards shall be forfeited, failing which all vested Awards shall be settled in accordance with the F4 Equity Incentive Plan.
Voluntary resignation of a F4 Equity Incentive Plan Participant: Forfeiture of all unvested Awards. Settlement of all vested Awards in accordance with the F4 Equity Incentive Plan
Termination by F4 other than for cause: Acceleration of vesting of a portion of unvested Awards in accordance with a prescribed formula as set out in the F4 Equity Incentive Plan. Forfeiture of the remaining unvested Awards. Settlement of all vested Awards in accordance with the F4 Equity Incentive Plan.
Death or disability of a F4 Equity Incentive Plan Participant: Acceleration of vesting of all unvested Awards. Settlement of all vested Awards in accordance with the F4 Equity Incentive Plan.
Termination or voluntary resignation for good reason within twelve (12) months of a change in control: Acceleration of vesting of all unvested Awards. Settlement of all vested Awards in accordance with the F4 Equity Incentive Plan.

 

Any Awards granted to a F4 Equity Incentive Plan Participant under the F4 Equity Incentive Plan shall terminate at a date no later than twelve (12) months from the date such F4 Equity Incentive Plan Participant ceases to be a F4 Equity Incentive Plan Participant.

 

In the event of a triggering event, which includes a change in control, dissolution or winding-up of F4, a material alteration of the capital structure of F4 and a disposition of substantially all of F4’s assets, the F4 Equity Incentive Plan Administrator may, without the consent of the F4 Equity Incentive Plan Participant, cause all or a portion of the Awards granted to terminate upon the occurrence of such event, subject to any necessary approvals.

 

Amendment or Termination of the F4 Equity Incentive Plan

 

Subject to the approval of the TSXV, if applicable, the F4 Equity Plan Administrator may from time to time, without notice to or approval of the F4 Equity Incentive Plan Participants or shareholders, terminate the F4 Equity Incentive Plan. Amendments made to the F4 Equity Incentive Plan shall require regulatory and shareholder approval, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the F4 Equity Incentive Plan and which do not have the effect of altering the scope, nature and intent of such provisions.

 

No Stock Exchange Listing

 

Following the closing of the Arrangement, the F4 Shares will not be listed or posted for trading on any stock exchange. F4 may or may not apply for a public listing in the future.

H-16

 

As at the date of the Circular, there is no market through which the F4 Shares to be distributed pursuant to the Arrangement may be sold and shareholders may not be able to resell the F4 Shares to be distributed to them pursuant to the Arrangement. This may affect the pricing of the F4 Shares in the secondary market and the liquidity of the F4 Shares. See “Risk Factors”.

 

CONSOLIDATED CAPITALIZATION

 

The following table sets forth F4’s capitalization as at the date of this Circular. The following table should be read in conjunction with the financial statements of F4, including the notes thereto, contained elsewhere in this Circular.

 

 

 

 

Capital

 

 

 

Authorized

 

Amount
Outstanding On
Incorporation
(1)

 

Amount
Outstanding as at
Date of Circular

Amount Expected
to be Outstanding
on Completion of
Arrangement
F4 Shares Unlimited 1 1 49,335,270
Long Term Debt N/A Nil Nil Nil

 

Note:

 

(1) F4 was incorporated on February 13, 2024.

 

The pro forma fully-diluted share capital of F4, upon completion of the Arrangement and the exercise of all options and warrants to acquire F4 Shares is set out below:

 

Designation of F4 Security Number of F4 Shares Percentage
F4 Shares issued to Shareholders in accordance with the Arrangement 49,335,270 81%
F4 Shares that may be issued pursuant to the exercise of F4 Options 4,285,454 7%
F4 Shares that may be issued pursuant to the exercise of F3 Warrants 3,821,159 6%
F4 Shares that may be issued pursuant to the vesting of F3 RSUs 3,320,238 5%
Total: 60,762,121 100%

 

OPTIONS TO PURCHASE SECURITIES

 

For a description of the F4 options, see “F4 Options” and “F4 Option Plan” above.

 

The following table sets out information regarding the outstanding F4 Options that will be exercisable for F4 Shares pursuant to the Arrangement.

 

 

 

 

 

 

Name

 

 

 

 

 

Position of Optionee

 

 

F4 Shares
under
Option

 

 

 

Exercise
Price(1)

Market Value
of F4 Shares
underlying the
F4 Option at
the Date of
Grant(2)

 

 

 

Expiration
Date

Devinder Randhawa CEO & Director 180,000     02-Sep-2026
Raymond Ashley President & Director 65,000     02-Sep-2026
Jamie Bannerman VP Corp Development 40,000     02-Sep-2026
Ryan Cheung CFO 25,000     02-Sep-2026
Suzanne Neufeld Employee 13,333     02-Sep-2026
Sam Hartmann VP of Exploration 20,000     02-Sep-2026

H-17

 

  

Name

 

Position of Optionee

 F4 Shares
under
Option

 

 Exercise
Price(1)

Market Value
of F4 Shares
underlying the
F4 Option at
the Date of
Grant(2)

 

Expiration
Date

Monita Faris Corp Secretary 10,000     02-Sep-2026
Richard Newbury Consultant 10,000     02-Sep-2026
Red Cloud Financial Services Inc. Consultant 20,000     02-Sep-2026
    383,333      
Dev Randhawa CEO & Director 145,000     12-Oct-2026
Steve Cochrane Advisor 16,667     12-Oct-2026
Ray Ashley President & Director 50,000     12-Oct-2026
Ryan Cheung CFO 17,500     12-Oct-2026
Jamie Bannerman VP Corp Development 27,500     12-Oct-2026
Jordan Potts Consultant 27,500     12-Oct-2026
Sam Hartmann VP of Exploration 20,000     12-Oct-2026
Suzanne Neufeld Employee 10,000     12-Oct-2026
Monita Faris Corp Secretary 12,500     12-Oct-2026
Richard Newbury Consultant 10,000     12-Oct-2026
Erik Sehn Employee 10,000     12-Oct-2026
David Bingham Consultant 15,000     12-Oct-2026
Caroline Harke Consultant 5,000     12-Oct-2026
Steve Watson Employee 5,000     12-Oct-2026
Jeremy Polmear Consultant 10,000     12-Oct-2026
    381,667      
Clarkham Capital Ltd. Consultant 60,000     18-Oct-2026
Red Cloud Financial Services Inc. Consultant 60,000     18-Oct-2026
    120,000      
Devinder Randhawa CEO & Director 60,000     08-Mar-2027
Phil Morehouse Advisor 6,000     08-Mar-2027
Steve Cochrane Advisor 35,000     08-Mar-2027
Ray Ashley President & Director 35,000     08-Mar-2027
Ryan Cheung CFO 25,000     08-Mar-2027
Teddy Clark Advisor 20,000     08-Mar-2027
Jamie Bannerman VP Corp Development 25,000     08-Mar-2027
Jordan Potts Consultant 20,000     08-Mar-2027
Jeremy Polmear Consultant 20,000     08-Mar-2027
Suzanne Nugent (Neufeld) Employee 10,000     08-Mar-2027
Monita Faris Corp Secretary 10,000     08-Mar-2027
Richard Newbury Consultant 10,000     08-Mar-2027
Marc Bamber Consultant 10,000     08-Mar-2027
Adam Ross Consultant 20,000     08-Mar-2027
Sherry Ash Consultant 5,000     08-Mar-2027
Rich Elkington Consultant 1,000     08-Mar-2027
Sam Hartmann VP of Exploration 10,000     08-Mar-2027
Caroline Harke Consultant 3,000     08-Mar-2027
Grant Lockhart Consultant 3,000     08-Mar-2027
David Bingham Consultant 6,000     08-Mar-2027
Kodi Bowman Consultant 1,000     08-Mar-2027
Bennett Mortimore Employee 1,333     08-Mar-2027
Steve Watson Employee 3,000     08-Mar-2027
Erik Sehn Employee 8,000     08-Mar-2027
    347,333      
Dev Randhawa CEO & Director 150,000     06-Apr-2028
Ray Ashley President & Director 135,000     06-Apr-2028
Terrence Osier Director 100,000     06-Apr-2028
John DeJoia Director 95,961     06-Apr-2028

H-18

 

 

 Name

 

 Position of Optionee

 

F4 Shares
under
Option

 

Exercise
Price(1)

Market Value
of F4 Shares
underlying the
F4 Option at
the Date of

Grant(2)

 

 Expiration
Date

Jamie Bannerman VP Corp Development 25,000     06-Apr-2028
Sam Hartmann VP of Exploration 48,000     06-Apr-2028
Jordan Potts Consultant 19,000     06-Apr-2028
Jeremy Polmear Consultant 19,000     06-Apr-2028
Ryan Cheung CFO 10,500     06-Apr-2028
Suzanne Neufeld Employee 5,000     06-Apr-2028
Pacific Blue Holdings Corp Secretary 5,000     06-Apr-2028
Wendy Polmear Employee 2,000     06-Apr-2028
Ashtyn Wesley Employee 1,500     06-Apr-2028
David Heinen Consultant 5,000     06-Apr-2028
Bennett Mortimore Employee 25,000     06-Apr-2028
Erik Sehn Employee 25,000     06-Apr-2028
Kodi Bowman Consultant 12,500     06-Apr-2028
Steve Watson Employee 20,000     06-Apr-2028
Todd Mayer Employee 15,000     06-Apr-2028
Caroline Harke Consultant 15,000     06-Apr-2028
Reid Stanger Employee 15,000     06-Apr-2028
Sam Mann Employee 15,000     06-Apr-2028
Tony Gonzales Consultant 3,160     06-Apr-2028
Vic Mitchell Consultant 5,000     06-Apr-2028
Janet Stritychuk Consultant 5,000     06-Apr-2028
    776,621      
Dev Randhawa CEO & Director 200,000     15-Dec-2028
Ray Ashley President & Director 200,000     15-Dec-2028
Terrence Osier Director 100,000     15-Dec-2028
John DeJoia Director 100,000     15-Dec-2028
Laurie Thomas Director 50,000     15-Dec-2028
Jamie Bannerman VP Corp Development 75,000     15-Dec-2028
Sam Hartmann VP of Exploration 100,000     15-Dec-2028
Jordan Potts Consultant 55,000     15-Dec-2028
Jeremy Polmear Consultant 55,000     15-Dec-2028
Ryan Cheung CFO 30,000     15-Dec-2028
Monita Faris Corp Secretary 20,000     15-Dec-2028
Adam Ross Consultant 10,000     15-Dec-2028
Manny Minhas Consultant 10,000     15-Dec-2028
Richard Newbury Consultant 10,000     15-Dec-2028
Richard Matthews Consultant 10,000     15-Dec-2028
Suzanne Neufeld Employee 25,000     15-Dec-2028
Kim Lemky Employee 7,500     15-Dec-2028
Wendy Polmear Employee 5,000     15-Dec-2028
Ashtyn Wesley Employee 5,000     15-Dec-2028
Erik Sehn Employee 32,000     15-Dec-2028
Reid Stanger Employee 32,000     15-Dec-2028
Steve Watson Employee 25,000     15-Dec-2028
Bennett Mortimore Employee 20,000     15-Dec-2028
Kodi Bowman Consultant 20,000     15-Dec-2028
Todd Mayer Consultant 20,000     15-Dec-2028
Vic Mitchell Consultant 20,000     15-Dec-2028
Sam Mann Employee 10,000     15-Dec-2028
Kira Lamanque Employee 10,000     15-Dec-2028
Emma Rutledge Employee 5,000     15-Dec-2028
Marcus Savery Employee 5,000     15-Dec-2028
Samantha Willis Employee 5,000     15-Dec-2028

H-19

 

 

 

 

 

Name

 

 

 

 

Position of Optionee

 

 

F4 Shares
under
Option

 

 

 

Exercise
Price(1)

Market Value
of F4 Shares
underlying the
F4 Option at
the Date of
Grant(2)

 

 

 

Expiration
Date

Erika Pfannschmidt Employee 5,000     15-Dec-2028
    1,276,500      
Dev Randhawa CEO & Director 161,300     12-Jan-2029
Ray Ashley President & Director 156,600     12-Jan-2029
Terrence Osier Director 78,300     12-Jan-2029
John DeJoia Director 78,300     12-Jan-2029
Lauie Thomas Director 39,100     12-Jan-2029
Jamie Bannerman VP Corp Development 58,800     12-Jan-2029
Sam Hartmann VP of Exploration 78,300     12-Jan-2029
Jordan Potts Consultant 43,100     12-Jan-2029
Jeremy Polmear Consultant 43,100     12-Jan-2029
Ryan Cheung CFO 23,500     12-Jan-2029
Pacific Blue Holdings Corp Secretary 10,000     12-Jan-2029
Adam Ross Consultant 8,000     12-Jan-2029
Manny Minhas Consultant 15,000     12-Jan-2029
Richard Newbury Consultant 8,000     12-Jan-2029
Richard Matthews Consultant 8,000     12-Jan-2029
Suzanne Neufeld Employee 8,000     12-Jan-2029
Kim Lemky Employee 6,000     12-Jan-2029
Wendy Polmear Employee 4,000     12-Jan-2029
Ashtyn Wesley Employee 4,000     12-Jan-2029
Gary Best Consultant 5,000     12-Jan-2029
Erik Sehn Employee 25,000     12-Jan-2029
Reid Stanger Employee 25,000     12-Jan-2029
Steve Watson Employee 19,600     12-Jan-2029
Bennett Mortimore Employee 15,700     12-Jan-2029
Kodi Bowman Consultant 15,700     12-Jan-2029
Todd Mayer Employee 15,700     12-Jan-2029
Vic Mitchell Employee 15,700     12-Jan-2029
Sam Mann Employee 7,800     12-Jan-2029
Kira Lamanque Employee 7,800     12-Jan-2029
Emma Rutledge Employee 3,900     12-Jan-2029
Marcus Savery Employee 3,900     12-Jan-2029
Samantha Willis Employee 3,900     12-Jan-2029
Erika Pfannschmidt Employee 3,900     12-Jan-2029
    1,000,000      
           
Total OS Options   4,285,454      

 

Notes:

 

(1)The exercise price will not be determined until the Effective Date.

 

(2)As the F4 Shares are not listed on any stock exchange, the market value of the F4 Shares underlying the F4 Options on the date of grant is not readily available.

 

PRIOR SALES

 

As of the date of this Circular, F4 has not issued any F4 Shares other than the 1 F4 Share held by F3. On the Effective Date, it is expected that 49,335,270 F4 Shares will be outstanding pursuant to the Arrangement (assuming no F3 Warrants or F3 Options are exercised and no F3 RSUs vest between the date of the Circular and the Effective Date) or 60,762,121 F4 Shares (assuming all F3 Warrants and F3 Options are exercised and all RSUs vest prior to the Effective Date).

H-20

 

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFERS

 

To the knowledge of F4, as of the date of the Circular no securities of any class of securities of F4 are held in escrow or subject to contractual restrictions on transfer or are anticipated to be held in escrow or subject to contractual restrictions on transfer following the completion of the Arrangement.

 

PRINCIPAL SHAREHOLDERS

 

To the knowledge of management of F3 and F4, no person, firm or company will beneficially own, control or direct, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of F4 immediately following the Effective Time other that as set out below.

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The names, municipality of residence and positions with F4 of the individuals who will serve as the directors and executive officers of F4 after giving effect to the Arrangement are set out below.

 

 

 

 

Name, Age, Position
and Municipality of
Residence

 

 

 

 

 

Principal Occupation and Experience

 

Date
Appointed(1)

Number of
Securities
Beneficially Owned,
or Controlled or
Directed, Directly or
Indirectly(2)

Devinder Randhawa

British Columbia, Canada

Executive Chairman and Director

President and founder of RD Capital Inc. Devinder serves as the CEO of F3 Uranium Corp., Shine Minerals Corp. and Genesis AI Corp. Appointed as Executive Chairman and Director February 16, 2024 1,255,517

Raymond Ashley

British Columbia, Canada

Chief Executive Officer and Director

Mr. Ashley is a geoscientist with more than 40 years’ experience in the exploration industry. Appointed as Director and CEO on February 16, 2024 79,375
Laurie Thomas(3) Saskatchewan, Canada Director

Ms. Thomas is a Certified Management Accountant (CMA) designation in 2008 and is also one of the first graduates of the CIRI/Ivey Business School Investor Relations Certification Program (CPIR).

 

Ms. Thomas is currently a Director on the Meadow Lake Tribal Council Industrial Investment (MLTCII) Board where she is also Chair of the Audit Committee. Ms. Thomas joined MLTCII in October 2020.

Appointed as Director on February 16, 2024 4,900
John DeJoia(3)
New Mexico, USA Director
Mr. DeJoia is a Professional Geologist and has over 50 years in the uranium and nuclear industry and has held positions as Chief Geologist, Director of Technical Services, Construction/Program Manager and Senior Vice-President Appointed as Director on February 16, 2024 Nil
Terrence Osier(3) Wyoming, USA Director

Mr. Terrence Osier is a Professional Geologist with 18 years of experience in the uranium industry.

 

Terrence is also the Vice President of Exploration for Strathmore Plus Uranium Corp, a company that is currently exploring and permitting uranium projects in the state of Wyoming.

Appointed as Director on February 16, 2024 4

 

Notes:

 

(1)All of the directors’ appointments expire at the next annual meeting of F4 Shareholders.

(2)Upon completion of the Arrangement, based on such individual’s current ownership of F3 Shares.

(3)Member of the Audit Committee.

H-21

 

As of the date of this Circular, our directors do not beneficially own, control or direct, directly or indirectly own any F4 Shares. Following completion of the Arrangement, our directors and executive officers, as a group, will beneficially own, control or direct, directly or indirectly, 1,339,796 F4 Shares representing approximately 2.76% of the issued and outstanding F4 Shares, and will hold options to acquire an additional 2,179,600 F4 Shares, will hold F3 Warrants to acquire an additional 8,727 F4 Shares and will hold F3 RSUs to acquire and additional 2,107,262 F4 Shares representing approximately 9.27% of the F4 Shares on a fully-diluted basis.

 

The directors of F4 will thereafter be elected by the shareholders of F4 at each annual meeting of shareholders and will hold office until the next annual meeting of F4, or until his or her successor is duly elected or appointed, unless: (i) his or her office is earlier vacated in accordance with the articles of F4; or (ii) he or she becomes disqualified to act as a director.

 

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

 

Except as disclosed below, none of F4’s directors or executive officers is, as of the date of the Circular, or was within 10 years before the date of the Circular, a director, chief executive officer or chief financial officer of any company (including F4) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (an “Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

 

None of F4’s directors or executive officers, nor, to its knowledge, any shareholder holding a sufficient number of its securities to affect materially the control of F4 (a) is, as at the date of the Circular, or has been within the 10 years before the date of the Circular, a director or executive officer of any company (including F3) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

 

None of F4’s directors or executive officers, nor, to its knowledge, any shareholder holding a sufficient number of its securities to affect materially the control of F4, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 

The information contained in the Circular as to ownership of securities of F4, corporate cease trade orders, bankruptcies, penalties or sanctions, and existing or potential conflicts of interest, not being within the knowledge of F4, has been provided by each director and executive officer of F4 individually.

H-22

 

Conflicts of Interest

 

To the best of F4’s knowledge, there are no existing or potential material conflicts of interest between F4 and any of its directors or officers as of the date hereof. However, certain of F4’s directors and officers are, or may become, directors or officers of other companies with businesses which may conflict with its business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on F4’s behalf.

 

Pursuant to the CBCA, directors and officers of F4 are required to act honestly and in good faith with a view to the best interests of F4.

 

Generally, as a matter of practice, directors who have disclosed a material interest in any contract or transaction that the F4 Board is considering will not take part in any F4 Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will refrain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, F4 will establish a special committee of independent directors to review a matter in which directors or officers may have a conflict.

 

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

 

Compensation Discussion and Analysis

 

At this time, no compensation has been paid to any of the directors or expected officers of F4. Compensation arrangements for executive officers may also include compensation in the form of bonuses and benefits arising from the grant of F4 Options, F4 DSUs or Share Units.

 

Following completion of the Arrangement, it is anticipated that F4 will adopt a compensation structure for its executive officers that is appropriate for its size and the nature of its operations, while also providing an incentive for growth. F4 expects that the initial compensation structure will reflect its intention to keep general and administrative costs low and as a cash-preserving measure, F4 may emphasize compensation through F4 Options, F4 DSUs or Share Units. Depending on the future development of F4 and other factors that may be considered relevant by the F4 Board from time to time, it may be determined in the future to emphasize increased base salaries and rely to a lesser extent on share options or other incentives.

 

F4 has not established an annual retainer fee or meeting attendance fee for directors. However, F4 expects to establish directors’ fees in the future and each director will be entitled to participate in any security-based compensation arrangement or other plan adopted by F4, from time to time, with the approval of the F4 Board.

 

Termination of Employment, Changes in Responsibility and Employment Contracts

 

F4 has no contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer (“NEO”) at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change of control of F4 or its subsidiaries or a change in responsibilities of the NEO following a change in control.

 

Other than as set out above, there are no termination clauses or change of control benefits in employment agreements, or any other contract, agreement, plan or arrangement with named executive officers.

 

Option-Based Awards

 

The F4 Option Plan will be administered by the F4 Board, which will designate, in each year, the recipients of options and the terms and conditions of each grant, in each case in accordance with applicable securities laws and stock exchange requirements. The options and shares available to be issued under the F4 Option Plan will be used to retain and motivate F4 Option Plan Participants. See “F4 Options” and “F4 Option Plan”.

H-23

 

F4 will issue one F4 Option to acquire one-tenth of a F4 Share for every F3 Option outstanding on the Effective Date as a result of the Arrangement, which F4 Options will be governed by the F4 Option Plan.

 

DSU and Share Unit-Based Awards

 

The F4 Equity Incentive Plan will be administered by the F4 Board, which will designate, in each year, the recipients of Share Units and/or DSUs and the terms and conditions of each grant, in each case in accordance with applicable securities laws and stock exchange requirements. The options and shares available to be issued under the F4 Equity Incentive Plan will be used to retain and motivate F4 Equity Incentive Plan Participants. See “F4 RSUs” and “F4 Equity Incentive Plan”.

 

INDEBTEDNESS OF DIRECTORS, OFFICERS AND EMPLOYEES

 

No individual who is a director or executive officer of F4, or an associate or affiliate of such an individual, is, or has been since F4’s incorporation, indebted to F4. The F4 Board will periodically review the adequacy and form of the compensation of directors and ensure that the compensation realistically reflects the responsibilities and risks involved in being an effective director.

 

AUDIT COMMITTEE

 

The Audit Committee is responsible for F4’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of F4’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of F4’s external auditors.

 

The Audit Committee also assists the F4 Board in fulfilling its responsibilities by reviewing the F4’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the F4 Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the F4’s financial strategies, its financing plans and its use of the equity and debt markets.

 

National Instrument 52-110 Audit Committees (“NI 52-110”) requires F4, as a venture issuer to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

 

The Audit Committee’s Charter

 

The text of F4’s Audit Committee Charter is attached hereto as Schedule “I” to this Information Circular.

 

Composition of the Audit Committee

 

The current members of the Audit Committee are Laurie Thomas (Chair), Terrence Osier, and John DeJoia are all considered independent pursuant to NI 52-110. All members of the Audit Committee are financially literate.

 

NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with F4, which could, in the view of the F4 Board, reasonably interfere with the exercise of the member’s independent judgment.

 

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by F4’s financial statements.

H-24

 

All the Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the F4’s financial statements.

 

Relevant Education and Experience

 

All the Audit Committee members are senior-level businesspeople with experience in financial matters; each has an understanding of accounting principles used by the F4 to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour.

 

In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their years of experience as directors or officers of public companies other than the F4.

 

Laurie Thomas

 

Ms. Thomas holds a Bachelor of Commerce Degree with a major in accounting from the University of Saskatchewan. She obtained a Certified Management Accountant (CMA) designation in 2008. She is also one of the first graduates of the CIRI/Ivey Business School Investor Relations Certification Program (CPIR) and received her fellowship in 2022 from the Canadian Institute of Investor Relations. Ms. Thomas has over two decades of strategic and commercial leadership experience in the energy sector, spanning audit and consulting, risk management, reporting, disclosure and mining finance.

 

Terrence Osier

 

Mr. Osier has a Master of Science in Geology from Idaho State University, and a Bachelor of Science in Geology from Western Washington University and has over 10 years in the public sector.

 

John DeJoia

 

Mr. DeJoia has over 40 years in the uranium industry and holds a B.S. in Geology from the University of Wyoming. John has held positions as Chief Geologist, Director of Technical Services, Construction Manager and Senior Vice-President positions.

 

Pre-Approval Policies and Procedures

 

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the F4 Board, and where applicable the audit committee, on a case-by-case basis.

 

External Auditors Service Fees (By Category)

 

F4 has not paid any fees to Charlton & Company, Chartered Professional Accountants in respect of audit fees, audit-related fees, tax fees or other fees for in each of the last two fiscal years and any such fees incurred to date will be paid by F3.

 

Exemption in Section 6.1 of NI 52-110

 

F4 is relying on the exemption in Section 6.1 of NI 52-110 from the requirement of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

H-25

 

CORPORATE GOVERNANCE

 

Corporate governance relates to the activities of the F4 Board, the members of which are elected by and are accountable to the shareholders and takes into account the role of the individual members of management who are appointed by the F4 Board and charged with the day to day management of F4. The Canadian Securities Administrators (“CSA”) have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as F4. In addition, the CSA has implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by F4 of its corporate governance practices. This disclosure is presented below.

 

Board of Directors

 

Form 58-101F1 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with F4. “Material relationship” is defined as a relationship that could, in the view of the F4 Board, be reasonably expected to interfere with the exercise of a director’s independent judgment.

 

Three of the five directors of F4 are independent. Mr. John DeJoia, Mr. Terrence Osier and Ms. Laurie Thomas are considered to be independent directors since they are independent of management and free from any material relationship with F4. Mr. Devinder Randhawa is not considered to be “independent”, within the meaning of NI 52-110, as a result of his current position as Executive Chairman of F4. Mr. Raymond Ashley is not considered to be “independent”, within the meaning of NI 52-110, as a result of his position as CEO of F4.

 

To facilitate the directors of the F4 functioning independent of management, where appropriate, during regularly scheduled meetings, non-independent directors and members of management are excluded from certain discussions.

 

Directorships

 

The following directors of the F4 are currently serving on board of directors of other reporting companies (or equivalent) as set out below:

 

Director Name of Issuer
Devinder Randhawa

Genesis AI Corp.
Shine Minerals Corp.

Strathmore Plus Uranium Corp.

John DeJoia Strathmore Plus Uranium Corp.

 

Orientation and Continuing Education

 

When new directors are appointed, they receive orientation commensurate with their previous experience and on the responsibilities of directors. F4 Board meetings may also include presentations by F4’s management and employees to give the directors additional insight into F4’s business.

 

Business Conduct

 

The F4 Board has found that the fiduciary duties placed on individual directors by applicable law, and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the F4 Board in which the director has an interest, have been sufficient to ensure that the F4 Board operates independently of management and in the best interests of the F4.

H-26

 

Nomination of Directors

 

F4 does not have a stand-alone nomination committee. The full F4 Board will have responsibility for identifying potential F4 Board candidates. The F4 Board will assess potential F4 Board candidates to fill perceived needs on the F4 Board for required skills, expertise, independence and other factors. Members of the F4 Board and representatives of the mining industry will be consulted for possible candidates.

 

Compensation

 

The full F4 Board has the responsibility for determining compensation for the directors and senior management.

 

To determine future compensation payable, the F4 Board will review compensation paid to directors and CEOs of companies of similar size and stage of development in the mining industry and determine an appropriate compensation reflecting the need to provide incentive and compensation for the time and effort expended by the directors and senior management while taking into account the financial and other resources of F4. In setting the compensation, the F4 Board will annually review the performance of the CEO, in light of F4’s objectives, and consider their factors that may have impacted the success of F4 in achieving its objectives.

 

As previously discussed in the Circular, F4 has no current arrangements, standard or otherwise, pursuant to which directors are compensated by F4 for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as a consultant or expert.

 

Board Committees

 

The Company has one committee at present, being the Audit Committee.

 

The Audit Committee is comprised of three of F4’s directors: Laurie Thomas, Terrence Osier and John DeJoia.

 

Assessments

 

The F4 Board has not, as yet, established procedures to formally review the contributions of individual directors. At this point, the directors believe that the board’s current size facilitates informal discussion and evaluation of members’ contributions within that framework.

 

RISK FACTORS

 

Below are certain risk factors relating to F4 that Shareholders should carefully consider in connection with and following the Arrangement. The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information that appears elsewhere in the Circular. Additional risk factors relating to F4 and its shareholders in connection with the Arrangement are set out in the Circular under the heading entitled “Risk Factors”.

 

F4 Shares will not be listed on any stock exchange

 

F4 Shares are not currently listed on any stock exchange and there is no current plan to list the F4 Shares on any stock exchange. Until the F4 Shares are listed on a stock exchange, F4 shareholders may not be able to sell their F4 Shares. This may affect the pricing of the F4 Shares in the secondary market and the liquidity of the F4 Shares. F4 Shareholders are advised to consult their legal advisors with respect to trading of the F4 Shares. Even if a listing is obtained, the holding of F4 Shares will involve a high degree of risk and should be undertaken only by investors whose financial resources are sufficient to enable them to assume such risks and who have no need for immediate liquidity in their investment.

H-27

 

F4 Shares may not be “qualified investments”

 

The F4 Shares distributed to F3 Shareholders pursuant to the Arrangement will not qualify as “qualified investments” under the Tax Act for Registered Plans unless, on or before its filing due date for its first taxation year, the F4 Shares are listed on a “designated stock exchange” as defined in the Tax Act (or F4 otherwise satisfies the conditions to be a “public corporation” for purposes of the Tax Act) and F4 validly elects to be a “public corporation” for purposes of the Tax Act from the commence of its first taxation year. No assurance can be given as to whether F4 will qualify as a “public corporation”.

 

Where a Registered Plan acquires a F4 Share in circumstances where the F4 Shares are not a qualified investment under the Tax Act for the Registered Plan, adverse tax consequences may arise for the Registered Plan and the holder, annuitant or subscriber under the Registered Plan, including that the Registered Plan or controlling individual of the Registered Plan may become subject to penalty taxes.

 

See “Material Income Tax Considerations – Holders Resident in Canada” in the Circular.

 

Exploration Stage Company

 

F4 is an exploration stage company and cannot give any assurance that a commercially viable deposit, or “reserve,” exists on any properties for which F4 currently has or may have (through potential future joint venture agreements or acquisitions) an interest. Determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If F4 fails to find a commercially viable deposit on any of its properties, its financial condition and results of operations will be materially adversely affected.

 

No History of Mineral Production or Mining Operations

 

F4 has never had a uranium producing property. There is no assurance that commercial quantities of uranium will be discovered nor is there any assurance that F4’s exploration programs will yield positive results. Even if commercial quantities of uranium are discovered, there can be no assurance that any of F4’s properties will ever be brought to a stage where uranium resources can profitably be produced therefrom. Factors which may limit the ability to produce uranium resources include, but are not limited to, the spot price of uranium, availability of additional capital and financing and the nature of any mineral deposits. F4 does not have a history of mining operations that would guarantee it will produce revenue, operate profitably or provide a return on investment in the future.

 

Mineral Exploration and Development

 

Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of a mineral deposit may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines. There is no assurance that F4’s uranium deposits are commercially mineable.

 

Should any mineral resources and reserves exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) uranium prices, which are historically cyclical; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.

H-28

 

The ability to sell and profit from the sale of any eventual mineral production from F4’s properties will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end-users’ demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long term viability of F4 and its operations.

 

Competition and Mineral Exploration

 

The mineral exploration industry is intensely competitive in all of its phases and F4 must compete in all aspects of its operations with a substantial number of large established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or greater ability than F4 to withstand losses. F4’s competitors may be able to respond more quickly to new laws or regulations or emerging technologies or devote greater resources to the expansion of their operations, than F4 can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Competition could adversely affect F4’s ability to acquire suitable new mineral properties or prospects for exploration in the future. Competition could also affect F4’s ability to raise financing to fund the exploration and development of its properties or to hire qualified personnel. F4 may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on F4’s business, financial condition or results of operations.

 

Additional Funding

 

The exploration and development of F4’s mineral properties will require substantial additional capital. When such additional capital is required, F4 will need to pursue various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to F4 and might involve substantial dilution to existing shareholders. F4 may not be successful in locating suitable financing transactions in the time period required or at all. A failure to raise capital when needed would have a material adverse effect on F4’s business, financial condition and results of operations. Any future issuance of securities to raise required capital will likely be dilutive to existing shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. F4 may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the uranium industry in particular), F4’s status as a new enterprise with a limited history, the location of F4’s mineral properties, the price of commodities and/or the loss of key management personnel.

 

Acquisition of Additional Mineral Properties

 

If F4 loses or abandons its interests in its mineral properties, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by applicable securities regulatory authorities. There is also no guarantee that applicable securities regulatory authorities will approve the acquisition of any additional properties by F4, whether by way of an option or otherwise, should F4 wish to acquire any additional properties.

H-29

 

Government or Regulatory Approvals

 

Exploration and development activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration, a mining licence will be granted with respect to exploration territory. There can also be no assurance that any exploration licence will be renewed or if so, on what terms. These licences place a range of past, current and future obligations on F4. In some cases, there could be adverse consequences for breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the relevant licence or related contract.

 

Permits and Government Regulation

 

The future operations of F4 may require permits from various federal, state, provincial and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. Although Canada has a favourable legal and fiscal regime for exploration and mining, including a relatively simple system for the acquisition of mineral titles and relatively low tax burden, possible future government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards could cause additional expense, capital expenditures, restrictions and delays in the activities of F4, the extent of which cannot be predicted. Before development and production can commence on any properties, F4 must obtain regulatory and environmental approvals. There is no assurance that such approvals can be obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations, has the potential to reduce the profitability of operations. F4 is currently in compliance with all material regulations applicable to its exploration activities.

 

Limited Operating History

 

F4 has a limited operating history and its mineral properties are exploration stage properties. As such, F4 will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. The current state of F4’s mineral properties require significant additional expenditures before any cash flow may be generated. Although F4 possesses an experienced management team, there is no assurance that F4 will be successful in achieving a return on shareholders’ investment and the likelihood of success of F4 must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. There is no assurance that F4 can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

 

An investment in F4’s securities carries a high degree of risk and should be considered speculative by purchasers. There is no assurance that F4 will be successful in achieving a return on shareholders’ investment and the likelihood of its success must be considered in light of its early stage of operations. You should consider any purchase of F4’s securities in light of the risks, expenses and problems frequently encountered by all companies in the early stages of their corporate development.

 

Title Risks

 

Although F4 has or will receive title opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. F4 has not conducted surveys on all of the claims in which it holds direct or indirect interests. F4’s properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by unidentified or unknown defects. Title insurance is generally not available for mineral properties and F4’s ability to ensure that it has obtained secure claims to individual mineral properties or mining concessions may be constrained. A successful challenge to F4’s title to a property or to the precise area and location of a property could cause delays or stoppages to F4’s exploration, development or operating activities without reimbursement to F4. Any such delays or stoppages could have a material adverse effect on F4’s business, financial condition and results of operations.

H-30

 

Laws and Regulation

 

F4’s exploration activities are subject to extensive federal, provincial and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety and other matters in all the jurisdictions in which it operates. These laws and regulations are subject to change, can become more stringent and compliance can therefore become more costly. F4 applies the expertise of its management, advisors, employees and contractors to ensure compliance with current laws.

 

Uninsured and Underinsured Risks

 

F4 faces and will face various risks associated with mining exploration and the management and administration thereof including those associated with being a public company. Some of these risks are not insurable; some may be the subject of insurance which is not commercially feasible for F4. Those insurances which are purchased will have exclusions and deductibles which may eliminate or restrict recovery in the event of loss. In some cases, the amount of insurance purchased may not be adequate in amount or in limit.

 

F4 will undertake intermittent assessments of insurable risk to help ensure that the impact of uninsured/underinsured loss is minimized within reason. Risks may vary from time to time within this intermittent period due to changes in such things as operations, operating conditions, laws or the climate which may leave F4 exposed to periods of additional uninsured risk.

 

In the event risk is uninsurable, at its reasonable and sole discretion, F4 may endeavor to implement policies and procedures, as may be applicable and/or feasible, to reduce the risk of related loss.

 

Global Economy Risk

 

The volatility of global capital markets, including the general economic slowdown in the mining sector, over the past several years has generally made the raising of capital by equity or debt financing more difficult. F4 may be dependent upon capital markets to raise additional financing in the future. As such, F4 is subject to liquidity risks in meeting its operating expenditure requirements and future development cost requirements in instances where adequate cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability to raise equity or obtain loans and other credit facilities in the future and on terms favourable to F4 and its management. If these levels of volatility persist or if there is a further economic slowdown, F4’s operations, F4’s ability to raise capital and the trading price of F4’s securities could be adversely impacted.

 

In addition, as F4’s operations expand and reliance on global supply chains increases, the impact of significant geopolitical risk and conflict globally may have a sizeable and unpredictable impact on F4’s business, financial condition and operations. The ongoing conflict in Ukraine and the global response to this conflict as it relates to sanctions, trade embargos and military support has resulted in significant uncertainty as well as economic and supply chain disruptions. Should this conflict go on for an extended period of time, expand beyond Ukraine, or should other geopolitical disputes and conflicts emerge in other regions, this could result in material adverse effects to F4.

 

Political and Economic Instability

 

F4 may be affected by future political or economic instability. The risks include, but are not limited to war, terrorism, military repression, extreme fluctuations in currency exchange rates, and high rates of inflation. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, distribution, price controls, export controls, income taxes, and expropriation of property, maintenance of assets, environmental legislation, land use, land claims of local people, and water use, among other potential factors. The effect of any these factors cannot be accurately predicted.

H-31

 

Specifically, uncertainties resulting from the Russia-Ukraine and Israel-Palestine conflicts, and the accompanying international response, created increased volatility in commodity markets (including oil and gas prices), and disrupted international trade and financial markets, all of which have an ongoing and uncertain effect on global economics, supply chains, availability of materials and equipment, and execution timelines for project development. To date, F4’s operations have not been materially negatively affected by the ongoing conflicts, but should these conflicts go on for an extended period of time, or should other geopolitical disputes and conflicts emerge in other regions, these could result in material adverse effects to F4.

 

Inflation

 

F4’s operating costs could escalate and become uncompetitive due to supply chain disruptions, inflationary cost pressures, equipment limitations, escalating supply costs, commodity prices and additional government intervention through stimulus spending or additional regulations. F4’s inability to manage costs may impact, among other things, future development decisions, which could have a material adverse impact on F4’s financial performance.

 

Health and Safety

 

Exploration and mining development and operating activities represent inherent safety hazards and maintaining the health and safety of F4’s employees and contractors is of paramount importance to F4. F4 has policies, procedures and controls in place intended to maintain the health and safety of its operations. Notwithstanding such efforts, safety incidents may still occur. Significant potential risks include, but are not limited to, vehicle accidents, unsafe road conditions, or events and contact with energized sources.

 

Operations in the uranium industry are subject to risks uniquely associated with uranium mining and processing. For example, the risk of over-exposure to radiological materials by F4’s employees, contractors, or others is inherent in F4’s operations, as they involve the treatment, monitoring, possession, handling, storage and/or transportation of radioactive materials (uranium, radon, etc.).

 

Employees involved in activities in remote areas may also be exposed to additional hazards as a result of equipment failure, such as risk of failure of heating equipment or damage to camp facilities; risk of being stranded due to breakdown or damage to mobile equipment, or risk of attacks on employees by wildlife. The impact of such hazards could be exacerbated by limited access to first aid or other medical care and/or delayed emergency response time.

 

Any incident resulting in serious injury or death could have profound impacts on F4, its employees and others, as well as result in litigation and/or regulatory action (including, but not limited to suspension of development activities, fines or penalties), or otherwise adversely affect F4’s reputation and ability to meet its objectives.

 

Environmental Risks

 

F4’s activities are subject to extensive laws and regulations governing environment protection. F4 is also subject to various reclamation related conditions. Although F4 closely follows and believes it is operating in compliance with all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures. Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel or restrict development of mining projects. Current publicized concern over climate change may lead to carbon taxes, requirements for carbon offset purchases or new regulation. The costs or likelihood of such potential issues to F4 cannot be estimated at this time.

H-32

 

The legal framework governing this area is constantly developing, therefore F4 is unable to fully ascertain any future liability that may arise from the implementation of any new laws or regulations, although such laws and regulations are typically strict and may impose severe penalties (financial or otherwise). The proposed activities of F4, as with any exploration, may have an environmental impact which may result in unbudgeted delays, damage, loss and other costs and obligations including, without limitation, rehabilitation and/or compensation. There is also a risk that F4’s operations and financial position may be adversely affected by the actions of environmental groups or any other group or person opposed in general to F4’s activities and, in particular, the proposed exploration and mining by F4 within the Province of Saskatchewan.

 

Social and Environmental Activism

 

There is an increasing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) who oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While F4 seeks to operate in a social responsible manner and believes it has good relationships with local communities in the regions in which it operates, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of F4 in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which F4 has an interest or F4’s operations specifically. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of F4 or its relationships with the communities in which it operates, which could have a material adverse effect on F4’s business, financial condition, results of operations, cash flows or prospects.

 

Dependence on Management and Key Personnel

 

The success of F4 is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on F4’s business and prospects. There is no assurance F4 can maintain the services of its directors, officers or other qualified personnel required to operate its business. As F4’s business activity grows, F4 will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increases. If F4 is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on F4’s operations and financial condition.

 

First Nations Land Claims

 

Certain of F4’s mineral properties may now or in the future be the subject of First Nations land claims. The legal nature of First Nations land claims is a matter of considerable complexity. The impact of any such claim on F4’s material interest in F4’s mineral properties and/or potential ownership interest in F4’s mineral properties in the future, cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of First Nations rights in the areas in which F4’s mineral properties are located, by way of negotiated settlements or judicial pronouncements, would not have an adverse effect on F4’s activities. Even in the absence of such recognition, F4 may at some point be required to negotiate with and seek the approval of holders of First Nations interests in order to facilitate exploration and development work on F4’s mineral properties, there is no assurance that F4 will be able to establish practical working relationships with the First Nations in the area which would allow it to ultimately develop F4’s mineral properties.

H-33

 

Claims and Legal Proceedings

 

F4 and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, F4 may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause F4 to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on F4’s business, operating results or financial condition.

 

Influence of Third Party Stakeholders

 

The lands in which F4 holds an interest in at its properties, or the exploration equipment and roads or other means of access which F4 intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, F4’s work programs may be delayed, even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for F4.

 

Conflicts of Interest

 

Most of F4’s directors and officers do not devote their full time to the affairs of F4. All of the directors and officers of F4 are also directors, officers and shareholders of other natural resource or public companies, and as a result they may find themselves in a position where their duty to another company conflicts with their duty to F4. Although F4 has policies which address such potential conflicts and the CBCA has provisions governing directors in the event of such a conflict, none of F4’s constating documents or any of its other agreements contain any provisions mandating a procedure for addressing such conflicts of interest. There is no assurance that any such conflicts will be resolved in favour of F4. If any such conflicts are not resolved in favour of F4, F4 may be adversely affected.

 

Uranium Industry Competition and International Trade Restrictions

 

The international uranium industry, including the supply of uranium concentrates, is competitive, with supplies available from a relatively small number of western world uranium mining companies, from certain republics of the former Soviet Union and the People’s Republic of China, from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF6. The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of F4 and may affect the supply of uranium available in the United States and Europe, which are the largest markets for uranium in the world. If F4 is unable to supply uranium to important markets in the U.S. or Europe, its business, financial condition and results of operations may be materially adversely affected.

 

Deregulation of the Electrical Utility Industry

 

F4’s future prospects may be tied directly to those of the electrical utility industry worldwide. Deregulation of the utility industry, particularly in North America and Europe, is expected to impact the market for nuclear and other fuels for years to come and may result in the premature shutdown of nuclear reactors. Experience to date with deregulation indicates that utilities are improving the performance of their reactors and achieving record capacity factors. There can be no assurance that this trend will continue.

 

Public Acceptance of Nuclear Energy Cannot Be Assured

 

Growth in the demand for uranium and in the nuclear power industry will depend upon continued and increased acceptance of nuclear technology by the public as a safe and viable means of generating electricity. Growth of the uranium and nuclear power industry will also depend on continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident or incident at a nuclear reactor anywhere in the world, or an accident or incident relating to the transportation or storage of new or spent nuclear fuel, could negatively impact the public’s acceptance of nuclear power and the future prospects for nuclear power generation, which may have a material and adverse effect on F4’s business, financial condition and results of operations.

H-34

 

Technological Innovation and Obsolescence

 

Requirements for F4’s products and services may be affected by technological changes impacting the mining and/or nuclear industries. For example, technological changes in nuclear reactors, enrichment and used uranium fuel processing could reduce the demand for uranium. In, addition F4’s competitors may adopt technological advancements that give them an advantage over F4.

 

Nuclear Energy Competes with other Viable Energy Sources

 

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates and uranium conversion services, which in turn may result in lower market prices for uranium, which would materially and adversely affect F4’s business, financial condition and results of operations.

 

Negative Cash Flow from Operating Activities

 

F4 has no history of earnings and is expected to have a negative cash flow from operating activities. F4’s mineral properties are in the exploration stage and there are no known mineral resources or reserves and the proposed exploration programs on F4’s mineral properties are exploratory in nature. Significant capital investment will be required to achieve commercial production from F4’s existing projects. There is no assurance that any of F4’s mineral properties will generate earnings, operate profitably or provide a return on investment in the future. Accordingly, F4 will be required to obtain additional financing in order to meet its future cash commitments.

 

Going Concern Risk

 

F4’s financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. F3’s future operations are dependent upon the identification and successful completion of equity or debt financings and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that F4 will be successful in completing equity or debt financings or in achieving profitability. The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should F4 be unable to continue as a going concern. These items may cast significant doubt on F4’s ability to continue as a going concern.

 

Reporting Issuer Status

 

F4 is subject to reporting requirements under applicable securities law, and other applicable securities rules and regulations. Compliance with these requirements can increase legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on existing systems and resources. Among other things, F4 is required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight is required. As a result, management’s attention may be diverted from other business concerns, which could harm F4’s business and results of operations. F4 may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses.

H-35

 

Risks Associated with Acquisitions

 

If appropriate opportunities present themselves, F4 may acquire mineral claims, material interests in other mineral claims, and companies that F4 believes are strategic. F4 currently has no understandings, commitments or agreements with respect to any material acquisition, other than as described in the Circular, and no other material acquisition is currently being pursued. There can be no assurance that F4 will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired company or mineral claims into F4 may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of F4’s business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect F4’s business, results of operations and financial condition.

 

Force Majeure

 

F4’s projects now or in the future may be adversely affected by risks outside the control of F4, including the price of uranium on world markets, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, pandemics, epidemics or quarantine restrictions.

 

Infrastructure

 

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of F4’s mineral properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of F4’s mineral properties will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect its operations.

 

Exploration operations depend on adequate infrastructure. In particular, reliable power sources, water supply, transportation and surface facilities are necessary to explore and develop mineral projects. Failure to adequately meet these infrastructure requirements or changes in the cost of such requirements could affect F4’s ability to carry out exploration and future development operations and could have a material adverse effect on F4’s business, financial condition, results of operations, cash flows or prospects.

 

Climate Change Risks

 

F4 acknowledges climate change as an international and community concern and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, F4 expects that this could result in increased costs at some of its operations in the future.

 

F4 and the mining industry are facing continued geotechnical challenges, which could adversely impact F4’s production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, floods, seismic activity, droughts and pit wall failures, may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of F4’s control, such as severe weather and considerable rainfall. Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which could cause one or more of F4’s projects to be less profitable than currently anticipated and could result in a material adverse effect on F4’s business results of operations and financial position.

H-36

 

Costs of Land Reclamation Risk

 

It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with F4’s properties. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of F4.

 

Information Systems and Cyber Security

 

F4’s operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. F4’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact F4’s reputation and results of operations.

 

Although to date F4 has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that F4 will not incur such losses in the future. F4’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, F4 may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

 

Speculative Nature of Investment Risk

 

An investment in F4’s securities carries a high degree of risk and should be considered as a speculative investment. F4 has no history of earnings, limited cash reserves, a limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future. The likelihood of success of F4 must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. An investment in F4’s securities may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in F4.

 

Dilution

 

Future sales or issuances of equity securities could decrease the value of the F4 Shares, dilute shareholders’ voting power and reduce future potential earnings per F4 Share. F4 may sell additional equity securities in future offerings (including through the sale of securities convertible into F4 Shares) and may issue additional equity securities to finance F4’s operations, development, exploration, acquisitions or other projects. F4 cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the F4 Shares. F4 Share sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the F4 Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in F4’s earnings per F4 Share.

H-37

 

Dividends

 

To date, F4 has not paid any dividends on the outstanding F4 Shares. Any decision to pay dividends on the F4 Shares of F4 will be made by the F4 Board on the basis of F4’s earnings, financial requirements and other conditions.

 

Enforcing Judgments in U.S. Courts

 

As F4 is a Canadian corporation and most of its directors and officers reside in Canada, it may be difficult or impossible for investors in the United States to effect service or to realize on judgments obtained in the United States predicated upon the civil liability provisions of the U.S. federal securities laws. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against F4 or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue-sky laws of any state within the United States, or (ii) would enforce, in original actions, liabilities against F4 or such persons predicated upon the U.S. federal securities laws or any such state securities or blue-sky laws. Similarly, some of F4’s directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult or impossible for Canadian investors to initiate a lawsuit within Canada against these persons. In addition, it may not be possible for Canadian investors to collect from these persons judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult or impossible for Canadian investors to succeed in a lawsuit in the United States based solely on violations of Canadian securities law.

 

PROMOTER

 

Under applicable Canadian securities laws, F3 may be considered a promoter of F4 in that it took initiative in substantially reorganizing the business of F4.

 

As of the date of this Circular, F3 is the registered holder of 1 F4 Share representing all of the issued and outstanding F4 Shares. On the Effective Date and pursuant to the Plan of Arrangement, 100% of F4 Shares will be distributed to the shareholders of F3.

 

Immediately following the Effective Time, F3 is expected to beneficially own, control and direct, directly or indirectly, 0 F4 Shares representing 0% of the issued and outstanding F4 Shares (assuming no F3 Warrants or F3 Options are exercised and no F3 RSUs vest between the date of this Circular and the Effective Date) or 0% on a fully-diluted basis.

 

Prior to the closing of the Arrangement, and in accordance with a reorganization, F3 will transfer the F4 Properties to F4 and in consideration for the F4 Properties, F4 is expected to issue to F3 49,335,270 F4 Shares, which will be distributed to the F3 Shareholders in connection with the closing of the Arrangement.

 

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

 

There are no legal proceedings to which F3 or F4 is a party to, or in respect of which any of its assets are the subject of, that is or will be material to F4, and F4 is not aware of any such legal proceedings that are contemplated.

H-38

 

Since incorporation, there have not been any penalties or sanctions imposed against F4 by a court relating to provincial or territorial securities legislation or by a securities regulatory authority, nor have there been any other penalties or sanctions imposed by a court or regulatory body against F4, and F4 has not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with a securities regulatory authority.

 

INTERESTS OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

 

Except as set elsewhere in this Circular, none of the directors or executive officers of F4, or any person that is expected to beneficially own or control or direct more than 10% of any class or series of shares of F4, or any associate or affiliate of any of the foregoing persons, has or has had any material interest in any past transaction within the three years before the date of this Circular, or any proposed transaction, that has materially affected or would materially affect F4 or any of its subsidiaries.

 

Certain directors and officers of F4 are also directors, officers or shareholders of other companies that are engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations to other engaged companies in the resource sector may give rise to conflicts of interest from time to time. As a result, opportunities provided to a director of F4 may not be made available to F4 but, rather, may be offered to a company with competing interests. The directors and senior officers of F4 are required by law to act honestly and in good faith with a view to the best interests of F4 and to disclose any personal interest which they may have in any project or opportunity of F4, and to abstain from voting on such matters.

 

AUDITORS, TRANSFER AGENT AND REGISTRAR

 

Charlton & Company, Chartered Professional Accountants (“Charlton”) are the auditors of F3 for the year ended June 30, 2023. Charlton was first appointed as F4’s auditors on February 16, 2024.

 

The transfer agent and registrar for the F4 Shares is Computershare Trust Company of Canada (“Computershare”). The register of transfers of the F4 Shares is maintained by Computershare at its offices in Vancouver, British Columbia.

 

MATERIAL CONTRACTS

 

Following the completion of the Arrangement, the following will be the material contracts of F4, other than contracts entered into in the ordinary course of business:

 

1.the Arrangement Agreement dated as of June 4, 2024 among F3 and F4; and

 

2.Asset Purchase Agreement between F3 and F4 dated August 15, 2024.

 

Copies of the above material contracts will be available following the completion of the Arrangement under F4’s profile on SEDAR+ at www.sedarplus.com.

 

EXPERTS

 

Charlton & Company, Chartered Professional Accountants, prepared an auditors’ report to F3, the sole shareholder of F4, on the F4 Financial Statements as at the date of incorporation on February 13, 2024. Charlton advised F3 that it is independent with respect to F4 within the meaning of the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

 

Louis F. Fourie, P. Geo., a “qualified person” for the purposes of NI 43-101, has prepared the reports entitled “Technical Report for the Murphy Lake Property, NE Athabasca Basin, Saskatchewan, Canada” and “Technical Report for the Lazy Edward Bay Property, Northern Saskatchewan, Canada” and has reviewed, verified and approved the technical and scientific disclosure contained in this Schedule “H”.

H-39

 

As at the date hereof, to the best knowledge of F4, the aforementioned persons, collectively, held less than one percent of the securities of F4 when they prepared or certified a report, valuation, statement or opinion, as applicable, referred to above and as at the date hereof, and they did not receive any direct or indirect interest in any securities of F4 or of any associate or affiliate of F4 in connection with the preparation or certification of such report, valuation, statement or opinion, as applicable.

 

Charlton & Company, Chartered Professional Accountants of Vancouver, British Columbia, F4’s current auditors, is independent from F4 within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

 

As at the date hereof, none of the aforementioned persons is or is currently expected to be elected, appointed or employed as a director, officer or employee of F4 or of any associate or affiliate of F4.

 

FINANCIAL STATEMENTS DISCLOSURE

 

Included as Schedule “J” to this Circular are the financial statements of F4 consisting of: (A) a statement of comprehensive income, a statement of changes in equity and a statement of cash flows as at the date of incorporation on February 13, 2024; (B) a statement of financial position as at the end of the financial period; and (C) the notes thereto.

 

Included as Schedule “K” to this Circular are the pro forma financial statements of F4 consisting of: (A) pro forma statement of financial position as at the date of F4’s most recent statement of financial position, that gives effect to the Arrangement as if it had taken place on such date; (B) F4’s pro forma income statement, that gives effect to the Arrangement as if it had take place at the beginning of its financial year; and (C) F4’s pro forma earnings per share based on the pro forma financial statements.

H-40

 

EXHIBIT A

AUDIT COMMITTEE CHARTER OF F4 URANIUM CORP.

 

F4 URANIUM CORP. AUDIT COMMITTEE CHARTER

 

1.OVERALL PURPOSE / OBJECTIVES

 

The Audit Committee will assist the Board of Directors in fulfilling its responsibilities. The Audit Committee will review the financial reporting process, the system of internal controls and management of financial risks and the audit process. In performing its duties, the Audit Committee will maintain effective working relationships with the Board of Directors, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee membership as well as the Company’s business, operations and risks.

 

2.AUTHORITY

 

The Board authorizes the Audit Committee, within the scope of its responsibilities, to seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice, to set and pay the compensation for any advisors employed by the Audit Committee, to ensure the attendance of Company officers at meetings as appropriate and to communicate directly with the Company’s external auditors.

 

3.ORGANIZATION

 

Membership

 

3.1The Audit Committee will be comprised of at least three members, all of whom shall be directors of the Company. Whenever reasonably feasible a majority of the members of the Audit Committee shall have no direct or indirect material relationship with the Company. If less than a majority of the Board of Directors are independent, then a majority of the members of the Audit Committee may be made up of members that are not independent of the Company, provided that there is an exemption in the applicable securities law, rule, regulation, policy or instrument (if any).

 

3.2The Chairman of the Audit Committee (if any) will be nominated by the Audit Committee from the members of the Audit Committee who are not officers or employees of the Company, or a company associated or affiliated with the Company, from time to time.

 

3.3A quorum for any meeting will be two members.

 

3.4The secretary of the Audit Committee will be the Company secretary, or such person as nominated by the Chairman of the Audit Committee, if there is one, or by the members of the Audit Committee.

 

Attendance at Meetings

 

3.5The Audit Committee may invite such other persons (e.g., the President or Chief Financial Officer) to its meetings, as it deems appropriate.

 

3.6Meetings shall be held not less than four times a year. Special meetings shall be convened as required. External auditors may convene a meeting if they consider that it is necessary.

A-1

 

4.ROLES AND RESPONSIBILITIES

 

The Audit Committee will:

 

4.1Review and recommend to the Board of Directors any revisions or updates to the Audit Committee Charter.

 

4.2Recommend to the Board of Directors:

 

(a)the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company; and

 

(b)the compensation of the external auditor.

 

4.3Directly oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

 

4.4Pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor provided that the Audit Committee shall have the authority to delegate such responsibility to one or more of its members to the extent permitted under applicable law and stock exchange rules.

 

4.5Review the Company’s financial statements, MD&A and, if applicable, annual and interim earnings press releases before the Company publicly discloses this information.

 

4.6Ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to in subsection 4.5 and shall periodically assess the adequacy of those procedures.

 

4.7Establish procedures for:

 

(a)the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

 

(b)the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

 

4.8Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor.

A-2

 

SCHEDULE “I”

 

F4 Audit Committee Charter

 

(see attached)

70

 

F4 URANIUM CORP. AUDIT COMMITTEE CHARTER

 

1.OVERALL PURPOSE / OBJECTIVES

 

The Audit Committee will assist the Board of Directors in fulfilling its responsibilities. The Audit Committee will review the financial reporting process, the system of internal controls and management of financial risks and the audit process. In performing its duties, the Audit Committee will maintain effective working relationships with the Board of Directors, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee membership as well as the Company’s business, operations and risks.

 

2.AUTHORITY

 

The Board authorizes the Audit Committee, within the scope of its responsibilities, to seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice, to set and pay the compensation for any advisors employed by the Audit Committee, to ensure the attendance of Company officers at meetings as appropriate and to communicate directly with the Company’s external auditors.

 

3.ORGANIZATION

 

Membership

 

3.1The Audit Committee will be comprised of at least three members, all of whom shall be directors of the Company. Whenever reasonably feasible a majority of the members of the Audit Committee shall have no direct or indirect material relationship with the Company. If less than a majority of the Board of Directors are independent, then a majority of the members of the Audit Committee may be made up of members that are not independent of the Company, provided that there is an exemption in the applicable securities law, rule, regulation, policy or instrument (if any).

 

3.2The Chairman of the Audit Committee (if any) will be nominated by the Audit Committee from the members of the Audit Committee who are not officers or employees of the Company, or a company associated or affiliated with the Company, from time to time.

 

3.3A quorum for any meeting will be two members.

 

3.4The secretary of the Audit Committee will be the Company secretary, or such person as nominated by the Chairman of the Audit Committee, if there is one, or by the members of the Audit Committee.

 

Attendance at Meetings

 

3.5The Audit Committee may invite such other persons (e.g., the President or Chief Financial Officer) to its meetings, as it deems appropriate.

 

3.6Meetings shall be held not less than four times a year. Special meetings shall be convened as required. External auditors may convene a meeting if they consider that it is necessary.

 

 

- 2 -

 

4.ROLES AND RESPONSIBILITIES

 

The Audit Committee will:

 

4.1Review and recommend to the Board of Directors any revisions or updates to the Audit Committee Charter.

 

4.2Recommend to the Board of Directors:

 

(a)the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company; and

 

(b)the compensation of the external auditor.

 

4.3Directly oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

 

4.4Pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor provided that the Audit Committee shall have the authority to delegate such responsibility to one or more of its members to the extent permitted under applicable law and stock exchange rules.

 

4.5Review the Company’s financial statements, MD&A and, if applicable, annual and interim earnings press releases before the Company publicly discloses this information.

 

4.6Ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to in subsection 4.5 and shall periodically assess the adequacy of those procedures.

 

4.7Establish procedures for:

 

(a)the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

 

(b)the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

 

4.8Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor.

 

 

SCHEDULE “J”

 

F4 Financial Statements

 

(see attached)

71

 

F4 Uranium Corp.

 

Management’s Discussion & Analysis

 

From the period from incorporation on February 9, 2024

to March 31, 2024

 

 

F4 Uranium Corp.
Management’s Discussion and Analysis
February 9, 2024 (date of incorporation) to March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)

 

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of March 31, 2024, should be read in conjunction with the condensed interim financials for the period from February 9, 2024 (date of incorporation) to March 31, 2024 and accompanying notes of F4 Uranium Corp.

 

The Company’s condensed interim financial statements have been prepared in accordance with IFRS as issued by the International Accounting Standards Board (“IASB”) as at June 24, 2024.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Description of business

 

F4 Uranium Corp. (“F4” or the “Company”) was incorporated on February 9, 2024 under the laws of Canada Business Corporations Act as part of a plan of arrangement (the “Plan of Arrangement”) to reorganize F3 Uranium Corp (“F3”). The Company’s intended business activity is the acquisition and exploration of exploration and evaluation properties in Canada. The Company’s head office is located at Suite 750 - 1620 Dickson Avenue Kelowna, BC V1Y 9Y2, Canada.

 

Spin-out from F3 Uranium Corp.

 

On January 16, 2024, F3 announced that it has initiated steps to spin out (the “Spin-Out”) 14 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake and Flowerdew Lake properties (collectively, the “Properties”) into F4. The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 39,946 hectares, will remain with F3. It is expected that the Spin-Out will be effected by way of a plan of arrangement, under the Canada Business Corporations Act.

 

Summary of significant accomplishments and corporate developments for the period ended March 31, 2024.

 

The Company continues to take steps to complete the Plan of Arrangement.

Page | 1

 

F4 Uranium Corp.
Management’s Discussion and Analysis
February 9, 2024 (date of incorporation) to March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)

 

Exploration properties expected

 

Pursuant to the Plan of Arrangement, the Company’s prospective uranium exploration projects in the Athabasca Basin will include the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake and Flowerdew Lake properties which are currently owned and operated by F3.

 

On February 20, 2024, the F3 entered into a non-binding letter of intent with Canadian GoldCamps Corp. (“Canadian GoldCamps”) whereby Canadian GoldCamps and the Company will enter into definitive option agreement The staged option will allow Canadian Goldcamps to earn up to a 70% interest in the Murphy Lake Property in the Athabasca Basin, Saskatchewan in exchange for up to $1.4M in cash, $18,000,000 in exploration expenditures, and 9.9% ownership of Canadian GoldCamps.

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

 

Summary of quarterly results (continued)

     
   February 9, 
   2024 (date of 
   incorporation) 
   to March 31, 
   2024 
   $ 
Exploration and evaluation assets   - 
Working capital deficiency   (14,999)
Net loss   (15,000)
Net loss per share   (0.00)
basic and diluted   0.00 

 

Net loss in the current quarter was affected by an audit fee accrual. No other expenses were incurred din the period.

Page | 2

 

F4 Uranium Corp.
Management’s Discussion and Analysis
February 9, 2024 (date of incorporation) to March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

The financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, option agreements or other means. As at March 31, 2024 the Company had cash of $1 and a working capital deficiency of $14,999. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

Financings

 

On February 9, 2024 (date of incorporation), the Company issued 1 founder common share to F4 for proceeds of $1.

 

Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel. From February 9, 2024 (date of incorporation) to March 31, 2024, the Company did not incur any related party transactions. As at March 31, 2024, the Company did not have any related party balances.

 

Outstanding share data

 

As at the date of this document, the Company has 1 common share issued and outstanding.

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

The assumption that the Company is a going concern and will continue in operation for the foreseeable future and at least one year.

 

Estimates

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

Page | 3

 

F4 Uranium Corp.
Management’s Discussion and Analysis
February 9, 2024 (date of incorporation) to March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)

 

Financial instruments and risk management

 

Financial instruments

 

International Financial Reporting Standards 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and accounts payable and accrued liabilities. The fair value of cash is measured using level 1 inputs. For and accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from its cash. The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations.

 

The Company’s accounts payable and accrued liabilities arose as a result of general working capital and start-up costs. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

(c)Market risks

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is not exposed to market risks.

Page | 4

 

F4 Uranium Corp.
Management’s Discussion and Analysis
February 9, 2024 (date of incorporation) to March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward- looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward- looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking

 

information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward- looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 5

 

F4 Uranium Corp.

 

Financial Statements

 

From the period from incorporation on February 9, 2024

to March 31, 2024

 

 

Table of contents

 

Statement of financial position 1
   
Statement of loss and comprehensive loss 2
   
Statement of changes in shareholder’s deficiency 3
   
Statement of cash flows 4
   
Notes to the financial statements 5-13

 

 

F4 Uranium Corp.
Statement of financial position
(Expressed in Canadian dollars)

 

      March 31, 
   Notes  2024 
ASSETS      $ 
Current assets        
Cash      1 
       1 
         
TOTAL ASSETS      1 
         
LIABILITIES        
Current liabilities        
Accounts payable and accrued liabilities      15,000 
       15,000 
         
Total Liabilities      15,000 
         
SHAREHOLDER’S DEFICIENCY        
Share capital  7   1 
Deficit      (15,000)
Total shareholder’s deficiency      (14,999)
         
TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIENCY      1 

 

Nature and continuance of operations (Note 1)

 

Approved by the Board of Directors and authorized for issuance on June 24, 2024:

 

“Devinder Randhawa”   “Terrence Osier”
Director   Director

 

The accompanying notes form an integral part of these financial statements.

Page 1

 

F4 Uranium Corp.
Statement of loss and comprehensive loss
(Expressed in Canadian dollars)

 

   For the period from 
   incorporation on 
   February 9, 2024 to 
   March 31, 2024 
   $ 
EXPENSES     
Professional fees   15,000 
      
Loss for the period   (15,000)
      
Basic and Diluted Loss Per Common   (15,000)
Weighted Average Number of Shares Outstanding – Basic and Diluted   1 

 

The accompanying notes form an integral part of these financial statements.

Page 2

 

F4 Uranium Corp.
Statement of shareholder’s deficiency
For the period from incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

   Share Capital         
   Number of             
   shares   Amount   Deficit   Total 
       $   $   $ 
Balance, February 9, 2024   -    -    -    - 
Issuance of Founders’ share   1    1    -    1 
Loss for the period   -    -    (15,000)   (15,000)
Balance, March 31, 2024   1    1    (15,000)   (14,999)

 

The accompanying notes form an integral part of these financial statements.

Page 3

 

F4 Uranium Corp.
Statement of cash flows
(Expressed in Canadian dollars)

 

   For the period from 
   incorporation on 
   February 9, 2024 to 
   March 31, 2024 
   $ 
Cash flows provided by (used in) Operating activities     
      
Loss for the period   (15,000)
      
Changes in non-cash working capital items:     
Accounts payable and accrued liabilities   15,000 
Cash flows used in operating activities   - 
      
Financing activity     
Issuance of Founders’ share   1 
Cash flows provided by financing activity   1 
      
Net change in cash in the period   1 
Cash, beginning of the period   - 
Cash, end of the period   1 

 

There were no cash payments for income taxes or interest during from February 9, 2024 (date of incorporation) to March 31, 2024. In addition, there were no non-cash financing or investing activities.

 

The accompanying notes form an integral part of these financial statements.

Page 4

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

1.Nature and continuance of operations

 

F4 Uranium Corp. (“F4” or the “Company”) was incorporated on February 9, 2024 under the laws of Canada Business Corporations Act as part of a plan of arrangement (the “Plan of Arrangement”) to reorganize F3 Uranium Corp (“F3”). The Company’s intended business activity is the acquisition and exploration of exploration and evaluation properties in Canada. The Company’s head office is located at Suite 750 - 1620 Dickson Avenue Kelowna, BC V1Y 9Y2, Canada.

 

Going concern

 

These financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation in the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company was not expected to continue operations for the foreseeable future. As at March 31, 2024, the Company had not yet achieved profitable operations, and incurred a loss of $15,000. As at March 31, 2024, the Company had a working capital deficiency of $14,999 and an accumulated deficit of $14,999. The Company expects to incur further losses in its operations. The current challenging economic climate brought about by factors subsequent to the COVID-19 pandemic may lead to adverse financing conditions, working capital levels and/or debt balances, which may also have an effect on the Company’s operating results and financial position. These circumstances comprise a material uncertainty which may cast significant doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon identifying a prospective business opportunity, its ability to attain profitable operations to generate funds and/or its ability to raise equity capital or borrowings sufficient to meet its current and future obligations.

 

2.Plan of arrangement

 

On January 16, 2024, F3 announced it will complete a Plan of Arrangement under the provision of the Canada Business Corporations pursuant to which certain exploration assets of F3 (the “Properties”) will be spun-out to F4.

 

Pursuant to the terms of the Plan of Arrangement, F3 will transfer the Properties to F4 in exchange for F4 Shares. F3 Shareholders will receive F4 Shares on the basis of one F4 Share for every 10 common shares of F3 held at the record date of the Arrangement. There will be no change in shareholder holdings of F3 as a result of the Arrangement.

 

Upon the successful completion of the Plan of Arrangement, the Company will be liable to issue warrants, stock options and RSUs in F4 to the existing F3 holders (see Note 7).

 

3.Basis of presentation

 

(a)Statement of compliance

 

These financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

These financial statements were authorized for issue by the Board of Directors on June 24, 2024.

Page 5

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

3.Basis of presentation (continued)

 

(b)Basis of measurement

 

These financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

Unless otherwise noted, these financial statements are presented in Canadian dollars, the functional currency of the Company.

 

4.Material accounting policy information

 

(a)Financial instruments

 

Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash FVTPL

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statement of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statement of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses.

Page 6

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

4.Material accounting policy information (continued)

 

(a)Financial instruments (continued)

 

The Company shall recognize in the statement of loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets and liabilities

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss.

 

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

 

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the statement of loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company’s cash is held in a major financial institution and is not invested in any asset backed deposits/investments. The Company did not have any cash equivalents at March 31, 2024.

 

(c)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by- property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

Page 7

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

4.Material accounting policy information (continued)

 

(c)Exploration and evaluation assets (continued)

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in the statement of loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

 

(d)Agents warrants and warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholder’s deficiency.

 

(e)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(f)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants comprises stock options.

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

Page 8

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

4.Material accounting policy information (continued)

 

(f)Share-based payments (continued)

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

 

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

 

(g)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Page 9

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

4.Material accounting policy information (continued)

 

(h)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the gain or loss attributable to common shareholders when the effect is anti-dilutive.

 

(i)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

 

5.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

The assumption that the Company is a going concern and will continue in operation for the foreseeable future and at least one year (Note 1).

 

Estimates

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

6.New accounting pronouncements

 

During the period ended March 31, 2024, the Company adopted the standards set out in Note 4.

 

There were no accounting pronouncements that have been issued, but are not yet effective that have a material impact on the Company.

 

7.Share capital

 

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

Page 10

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

7.Share capital (continued)

 

Share issuances

 

For the period ended March 31, 2024

 

On February 9, 2024 (date of incorporation), the Company issued 1 founder common share to F3 for proceeds of $1.

 

Commitments

 

Upon the successful completion of the Plan of Arrangement, the Company will be liable to issue warrants, stock options and RSUs in F4 to the existing F3 holders as follows:

 

Upon the exercise of every F3 warrant held, the shareholder who exercises the warrant will receive one F3 common share and one-tenth of a F4 common share. The exercise price of the F3 warrants will remain the same; however, F3 will compensate F4 for each F4 common share issued on exercise of an F3 warrant.

 

Under the Arrangement, each outstanding stock option to acquire one F3 Share (the “F3 Options”) will be exchanged for: (i) one new replacement option to acquire one new common share without par value of the Company (the “New F3 Share”) having an exercise price equal to the product of the original exercise price of the F3 Option, multiplied by the fair market value of a New F3 Share, divided by the total of the fair market value of a New F3 Share and the fair market value of one-tenth of a F4 Share; and (ii) one option to acquire one-tenth of an F4 Share (the “F4 Options”) with each whole F4 Option having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of one-tenth of an F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time.

 

The restricted share units to acquire F3 Shares (the “F3 RSUs”) shall be transferred and exchanged so each F3 RSU is exchanged for: (i) one new restricted share unit to acquire one New F3 common share; and (ii) one restricted share unit to acquire one-tenth of an F4 common share.

 

8.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel. From February 9, 2024 (date of incorporation) to March 31, 2024, the Company did not incur any related party transactions. As at March 31, 2024, the Company did not have any related party balances.

 

9.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at March 31, 2024, all of the Company’s assets were in Canada.

Page 11

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

10.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration of exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company comprises common shares.

 

Changes in the equity accounts of the Company are disclosed in the statements of changes in equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares. The issuance of common shares requires approval of the Board of Directors.

 

The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions. The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

11.Financial instruments and risk management

 

Financial instruments

 

International Financial Reporting Standards 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and accounts payable and accrued liabilities. The fair value of cash is measured using level 1 inputs. For and accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from its cash. The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future.

Page 12

 

F4 Uranium Corp.
Notes to the financial statements
From the date of incorporation on February 9, 2024 to March 31, 2024
(Expressed in Canadian dollars)

 

11.Financial instruments and risk management (continued)

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations.

 

The Company’s accounts payable and accrued liabilities arose as a result of general working capital and start-up costs. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

(c)Market risks

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is not exposed to market risks.

 

12.Deferred income taxes

 

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

 

   March 31, 2024 
   $ 
Loss for the period   (15,000)
Income tax rate   27%
      
Expected income tax recovery   (4,000)
Change in unrecognized deductible temporary differences   4,000 
Total income tax expense (recovery)   - 

 

The significant components of the Company’s deferred tax assets are as follows:

 

   March 31, 2024 
Deferred tax assets  $ 
Non-capital losses available for future period   4,000 
    4,000 
Unrecognized deferred tax assets   (4,000)
Net deferred tax assets   - 

 

Deferred tax assets are recognized to the extent that it is probable that taxable income will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilized.

 

The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the statement of financial position include non-capital losses in Canada of approximately $15,000 with an expiry date of 2044.

Page 13

 

SCHEDULE “K”

 

F4 Pro Forma Financial Statements

 

(see attached)

72

 

F4 Uranium Corp.

(Resulting Issuer)

 

PRO-FORMA FINANCIAL STATEMENTS

(Unaudited)

(Expressed in Canadian Dollars)

 

March 31, 2024

 

 

F4 URANIUM CORP.
(Resulting Issuer)
Unaudited Pro-Forma Statement of Financial Position
As at March 31, 2024

 

   F4 Uranium
Corp.
As at March
31, 2024
   Notes  Pro-Forma
Adjustments
   Resulting
Issuer
As at March
31, 2024
 
Current Assets                  
Cash  $1      $-   $1 
                   
Total Current Assets   1       -    1 
                   
Exploration and evaluation assets   -   5 (a)   7,000,000    7,000,000 
                   
Total Assets  $1      $7,000,000   $7,000,001 
                   
Current Liabilities                  
Accounts payable and accrued liabilities  $15,000   5 (c)  $150,000   $165,000 
                   
Total Liabilities   15,000       150,000    165,000 
                   
Shareholders’ Equity                  
Share capital   1   5 (a)   7,000,000    7,000,001 
Reserves   -   5 (b)   2,879,716    2,879,716 
Deficit   (15,000)  5 (b)(c)   (3,029,716)   (3,044,716)
Total Shareholders’ Equity   (14,999)      6,850,000    6,835,001 
Total Liabilities & Shareholders’ Equity  $1      $7,000,000   $7,000,001 

 

The accompanying notes are integral part of these pro-forma financial statements.

 

 

F4 URANIUM CORP.
(Resulting Issuer)
Unaudited Pro-Forma Statement of Comprehensive Loss
For the period from February 9, 2024 (date of incorporation) to March 31, 2024

 

   F4 Uranium
Corp.
February 9,
2024
(date of
incorporation)
to March 31,
2024
   Notes  Pro-Forma
Adjustments
   Resulting Issuer
February 9,
2024 (date of
incorporation)
to March 31,
2024
 
EXPENSES                  
Stock-based compensation  $-   5 (b)  $2,879,716   $2,879,716 
Closing costs       5 (c)   150,000    150,000 
Comprehensive loss for the period   -       (3,029,716)   (3,029,716)
                   
Basic and Diluted Profit (Loss) Per Share   -       -    - 
                   
Basic and Diluted Profit (Loss) Per Share   -      $-   $- 

 

The accompanying notes are integral part of these pro-forma financial statements.

 

 

F4 URANIUM CORP.
(Resulting Issuer)
Notes to Unaudited Pro-Forma Financial Statements
As at March 31, 2024

 

1.Basis of Presentation

 

The accompanying unaudited pro-forma financial statements of F4 Uranium Corp. (“Company” or “F4”) have been prepared by management in accordance with IFRS information derived from the financial statements of F4 and the terms of the Plan of Arrangement dated June , 2024, between F3 Uranium Corp. (“F3”) and the Company. The Company applies IFRS as issued by the International Accounting Standards Board (“IASB”).

 

The resulting issuer will be known as F4 Uranium Corp. (“F4”). The unaudited pro-forma financial statements to which these notes relate have been prepared for inclusion in the filing statement of F4. dated June , 2024 (the “Filing Statement”) to be filed by F4 in conjunction with the Transaction (as defined herein). All capitalized terms used but not defined herein have the meaning ascribed thereto in the Filing Statement.

 

On January 16, 2024, F3 announced it will complete a Plan of Arrangement (the “Plan of Arrangement”) under the provision of the Canada Business Corporations pursuant to which certain assets of F3 will be spun-out to F4 (the “Transaction”). F4 intends on using these properties as its qualifying transaction to obtain a full listing on the Canadian Securities Exchange and to carry out exploration expenditures on the properties.

 

It is management’s opinion that the unaudited pro-forma financial statement include all adjustments necessary for the fair presentation, in all material respects, of the transactions described in notes 3, 4, and 5 in accordance with IFRS, applied on a basis consistent with F4’s accounting policies, except as otherwise noted. The unaudited pro-forma financial statements are not necessarily indicative of the financial position that would have resulted if the Transaction had occurred on March 31, 2024.

 

Upon completion of the Transaction, the Resulting Issuer is expected to have 47,341,339 common shares (Note 6) issued and outstanding, in addition, the Company will have 43,954,935 stock options outstanding and 3,431,237 Restricted Stock Units.

 

The unaudited pro-forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company, included elsewhere in the Filing Statement.

 

The unaudited pro-forma financial statements of the Resulting Issuer have been compiled from (a) the audited financial statements of F4 at March 31, 2024, and (b) additional information set out in Notes 3, 4 and 5.

 

The unaudited pro-forma financial statements have been prepared as if the Transaction described in Note 3 hereof had occurred on March 31, 2024, and represents the related assets and liabilities included in the March 31, 2024 audited financial statements of F4.

 

 

F4 URANIUM CORP.
(Resulting Issuer)
Notes to Unaudited Pro-Forma Financial Statements
As at March 31, 2024

 

1.Basis of Presentation (Continued)

 

Actual amounts recorded upon approval of the Transaction will differ from those recorded in the unaudited pro-forma financial statements of the Company. Completion of the Transaction is subject to a number of conditions, including, but not limited to, final approval of the Canadian Securities Exchange.

 

These unaudited pro-forma financial statement are expressed in Canadian dollars.

 

2.Significant Accounting Policies

 

The unaudited pro-forma financial statements have been compiled using the material accounting policies, as set out in the audited financial statements of the Company as at and for the period from February 9, 2024 (date of incorporation) to March 31, 2024.

 

3.The Transaction

 

On January 16, 2024, F3 announced it will complete a Plan of Arrangement (the “Plan of Arrangement”) under the provision of the Canada Business Corporations pursuant to which certain assets of F3 will be spun-out to F4 (see Note 5).

 

Pursuant to the Plan of Arrangement, the Company’s prospective uranium exploration projects in the Athabasca Basin will include the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake properties , Hendersen Lake and James Creek Properties which are currently owned and operated by F3 (the “exploration and evaluation assets”).

 

Under the Plan of Arrangement, F3’s shareholders will exchange each existing common share of F3 for one “new” F3 common share and one common share of F4.

 

Upon the successful completion of the Plan of Arrangement, the Company will be liable to issue warrants, stock options and RSUs in F4 to the existing F3 holders as follows:

 

For every 10 F3 warrants held and subsequently exercised, the shareholder will receive 10 F3 shares and 1 F4 share.The exercise price of the F3 warrants will remain the same; however, F3 will compensate F4 for each F4 common share issued on exercise of an F3 warrant.

 

For every 1 F3 stock options held, the shareholder will receive 1 F3 stock options and 1 F4 stock option. The exercise prices of the F3 replacement stock options and the F4 stock options will be based on the proportional market value of the two companies after completion of the Plan of Arrangement.

 

For every 10 F3 RSUs held, the shareholder will receive 10 F3 RSUs and 1 F4 RSU.

 

The Plan of Arrangement will result in an increase of share capital representing the fair value of the property assets acquired.

 

 

F4 URANIUM CORP.
(Resulting Issuer)
Notes to Unaudited Pro-Forma Financial Statements
As at July 31, 2022

 

4.Accounting for the Acquisition of the Properties

 

The exploration and evaluation assets do not meet the definition of a business under IFRS 3 - Business Combinations, and as a result, the Transaction is accounted for as the purchase of assets. The net purchase price was determined as an equity settled share-based payment, under IFRS 2 - Share-based Payments.

 

IFRS 2 generally requires equity settled, share-based transactions to be measured or valued at the fair value of the consideration (goods or services) received. If the value of the goods or services received cannot be estimated reliably, then the default requires that they be measured indirectly, and requires the equity-settled transactions to be measured with reference to the fair value of the equity instruments issued rather than that of the goods or services received.

 

The purchase price of $7,000,000 was measured based on the fair value of the exploration and evaluation assets acquired. The consideration for the exploration and evaluation assets is comprised of 47,341,339 F4 common shares at a price of $0.148 per share.

 

The capital structure and the dollar amounts of share capital and reserves prior to the completion of the Transaction would comprise the values presented in the unaudited interim financial statements of F4 effected for the various subsequent transactions leading up to closing including the items disclosed in Note 5.

 

5.Pro-Forma Assumptions and Adjustments

 

The unaudited pro-forma financial statements reflect the following assumptions and adjustments:

 

(a)The preliminary purchase price allocation is summarized as follows:

 

Consideration paid to acquire the F3 exploration properties:  $ 
Common shares issued to F3 shareholders under the Plan of Arrangement   7,000,000 
      
Exploration and evaluation assets   7,000,000 

 

(b)Spin-out stock options will be issued pursuant to the Plan of Arrangement, whereby holders of outstanding F3 stock options will receive, in exchange for each stock option, one F3 replacement stock option and one F4 stock option, with exercise prices of the F3 replacement stock options and the F4 stock options based on the proportional market value of the two companies after completion of the Plan of Arrangement.

 

The Company will grant 43,954,935 stock options. These options had a grant date fair value of $2,879,716 calculated using the Black-Scholes model with the following inputs: i) exercise price: $0.058 to $0.078; ii) share price: $0.148; iii) term: 2.42 to 4.79 years; iv) volatility: 101.57%; v) risk-free interest rate: 3.413% to 3.800%.

 

 

F4 URANIUM CORP.
(Resulting Issuer)
Notes to Unaudited Pro-Forma Financial Statements
As at March 31, 2024

 

5.Pro-Forma Assumptions and Adjustments (continued)

 

(c)The remaining transaction costs comprise approximately $150,000 in estimated regulatory closing costs.

 

6.Pro-Forma Share Capital

 

After giving effect to the pro-forma adjustments and assumptions in Note 5, and assuming there are no further issuances following the date hereof, the issued and fully paid share capital of the Company would be as follows:

 

   Notes  Shares   Amount   Reserves   Deficit   Total Equity 
          $   $   $   $ 
February 9, 2024 (date of incorporation)      1    1    -    -    1 
Shares issuable under the Plan of Arrangement  5 (a)   47,341,338    7,000,000    -    -    7,000,000 
Issuance of F4 options  5 (b)   -    -    2,879,716    -    2,879,716 
Net loss  5 (c)   -    -    -    (3,044,716)   (3,044,716)
Balance – March 31, 2024      47,341,339    7,000,001    2,879,716    (3,044,716)   6,835,001 

 

7.Effective Tax Rate

 

The pro-forma effective income tax rate applicable to the operations subsequent to the completion of the Transaction is 27%.

 

 

SCHEDULE “L”

 

F4 Share Option Plan

(see attached)

73

 

F4 URANIUM CORP.

 

2024 STOCK OPTION PLAN

 

Effective Date: August 15, 2024

 

 

TABLE OF CONTENTS

 

    Page
STOCK OPTION PLAN 1
ARTICLE 1 PURPOSE 1
1.1 Purpose 1
ARTICLE 2 INTERPRETATION 1
2.1 Definitions 1
2.2 Interpretation 7
ARTICLE 3 ADMINISTRATION 8
3.1 Administration 8
3.2 Delegation to Committee 10
3.3 Determinations Binding 10
3.4 Eligibility 10
3.5 Board Requirements 10
3.6 Liability Limitation and Indemnification 11
3.7 Total Shares Subject to Options 11
3.8 Limits on Options 11
3.9 Option Certificates 12
3.10 Non-transferability of Options 12
3.11 Resale Restrictions 12
ARTICLE 4 OPTIONS 13
4.1 Granting of Options 13
4.2 Options Account 13
4.3 Exercise Period of Options 13
4.4 Number of Shares under an Option 13
4.5 Exercise Price of an Option 13
4.6 Vesting of Options and Acceleration 14
4.7 Additional Terms 14
4.8 Exercise of Options 15
4.9 Issue of Share Certificates or Direct Registration Statements 15
4.10 Termination of Options 15
ARTICLE 5 ADDITIONAL OPTION TERMS 15
5.1 Black-Out Period 15
5.2 Withholding Taxes 16
5.3 Recoupment 16
5.4 No Other Benefit 16

 

 

ii

 

ARTICLE 6 TERMINATION OF EMPLOYMENT OR SERVICES 17
6.1 Termination of Participant 17
6.2 Leave of Absence 18
6.3 Death or Disability 18
6.4 Discretion to Permit Acceleration 19
ARTICLE 7 EVENTS AFFECTING THE CORPORATION 19
7.1 Change in Control 19
7.2 Triggering Events 20
7.3 Reorganization of Corporation’s Capital 20
7.4 Assumptions of Options in Acquisitions 20
7.5 No Restriction on Action 20
7.6 Issue by Corporation of Additional Shares 21
7.7 Fractions 21
ARTICLE 8 21
8.1 Discretion of the Plan Administrator 21
8.2 Amendment of Option or Plan 21
ARTICLE 9 MISCELLANEOUS 22
9.1 Legal Requirement 22
9.2 Rights of Participant 22
9.3 Conflict 22
9.4 Anti-Hedging Policy 22
9.5 No Guarantee of Tax Consequences 22
9.6 Participant Information 23
9.7 Participation in the Plan 23
9.8 Successors and Assigns 23
9.9 Severability 23
9.10 Notices 23
9.11 Effective Date 24
9.12 Governing Law 24
9.13 Submission to Jurisdiction 24

 

 

STOCK OPTION PLAN

 

ARTICLE 1
PURPOSE

 

1.1Purpose

 

The purpose of the Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants of the Corporation and its Subsidiaries, to reward such of those Executives, Employees and Consultants as may be granted Options under the Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Executives, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

 

ARTICLE 2
INTERPRETATION

 

2.1Definitions

 

When used herein, unless the context otherwise requires, the following terms have the indicated meanings:

 

Applicable Laws” means the applicable laws and regulations and the requirements or policies of any governmental, regulatory authority, securities commission and stock exchange having authority over the Corporation or the Plan;

 

Black-Out” means a restriction formally imposed by the Corporation, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Options;

 

Board” means the board of directors of the Corporation;

 

Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Vancouver are open for commercial business during normal banking hours;

 

Cashless Exercise” has the meaning set forth in Section 4.8(b);

 

Cause” means:

 

(a)unless the applicable Option Certificate states otherwise, with respect to any Employee, Officer or Consultant:

 

(i)if such Employee, Officer or Consultant is a party to an employment or service agreement with the Corporation or any of its Subsidiaries and such agreement provides for a definition of Cause, the definition contained therein; or

 

2 -

(ii)if no such agreement exists, or if such agreement does not define Cause, any act or omission that would entitle the Corporation to terminate the employment or service agreement of such Employee, Officer or Consultant, without notice or compensation under the common law for just cause, including, without in any way limiting its meaning under the common law: (A) the failure of the Employee, Officer or Consultant to carry out its duties properly or to comply with the rules, policies and practices of the Corporation or any of its Subsidiaries, as applicable; (B) a material breach of any agreement with the Corporation or any of its Subsidiaries, as applicable, or a material violation of any written policy of the Corporation or any of its Subsidiaries, as applicable; (C) the indictment for or conviction of an indictable offence or any summary offence involving material dishonesty or moral turpitude; (D) a material fiduciary breach with respect to the Corporation or any of its Subsidiaries, as applicable; (E) fraud, embezzlement or similar conduct that results in or is reasonably likely to result in harm to the reputation or business of the Corporation or any of its Subsidiaries; or (F) gross negligence or willful misconduct with respect to the Corporation or any of its Subsidiaries; and

 

(b)with respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:

 

(i)gross misconduct or neglect;

 

(ii)willful conversion of corporate funds;

 

(iii)false or fraudulent misrepresentation inducing the Director’s appointment; or

 

(iv)repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance;

 

Change of Business” has the meaning attributed thereto in Policy 5.2 – Change of Business and Reverse Takeovers, as amended from time to time, of the TSXV Manual;

 

Change in Control” means, unless otherwise defined in the Participant’s employment or service agreement or in the applicable Option Certificate, the occurrence of any one or more of the following events:

 

(a)a change in the composition of the Board which results in the majority of the directors of the Corporation not being individuals nominated by the Corporation’s then incumbent directors; or

 

(b)a merger, amalgamation, arrangement or reorganization of the Corporation with one or more corporations as a result of which, immediately following such event, the shareholders of the Corporation as a group, as they were immediately prior to such event, hold less than a majority of the outstanding Voting Shares of the surviving corporation;

 

Committee” has the meaning set forth in Section 3.2;

 

Company” means a corporation, incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

 

3 -

Consultant” means:

 

(a)a Person (other than an Executive or Employee) that:

 

(i)is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to a distribution of securities (as defined under Applicable Laws);

 

(ii)provides the services under a written contract between the Corporation or any of its Subsidiaries and the individual or the Company, as the case may be; and

 

(iii)in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its Subsidiaries, or

 

(b)an individual (other than a Director, Officer or Employee) employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation;

 

Corporate Policies” means any of the policies of the Corporation;

 

Corporation” means F4 Uranium Corp.;

 

Date of Grant” means, for any Option, the date specified by the Plan Administrator at the time it grants the Option (which, for greater certainty, shall be no earlier than the date on which the Board meets or otherwise acts for the purpose of granting such Option) or if no such date is specified, the date upon which the Option was granted;

 

Director” means a director (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

 

Disabled” or “Disability” means a physical injury or mental incapacity of a nature which the Plan Administrator determines prevents or would prevent the Participant from satisfactorily performing the substantial and material duties of his or her position with the Corporation or any of its Subsidiaries;

 

Disinterested Shareholder Approval” means approval by a majority of the votes cast votes cast by Shareholders of the Issuer at the Shareholders’ meeting excluding those votes attaching to Voting Shares of the Issuer beneficially owned by: (i) Insiders to whom Security Based Compensation may be granted under the Security Based Compensation Plan; and (ii) Associates and Affiliates of Persons referred to in section 5.3(b)(i) of Policy 4.4 Security Based Compensation;

 

Effective Date” means the date the Plan becomes effective, which shall be upon receipt of all shareholder and Regulatory Approvals;

 

Employee” means an individual who:

 

(a)is considered an employee of the Corporation or any of its Subsidiaries under the Tax Act and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

 

(b)works full-time for the Corporation or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or any of its Subsidiaries over the details and methods of work as an employee of the Corporation or of a Subsidiary of the Corporation, as the case may be, but for whom income tax deductions are not made at source; or

 

4 -

(c)works for the Corporation or any of its Subsidiaries on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or any of its Subsidiaries over the details and methods of work as an employee of the Corporation or any of its Subsidiaries;

 

Exercise Notice” means the written notice of the exercise of an Option, in the form set out in the Option Certificate (or in such other form as may be approved by the Plan Administrator), duly executed by the Participant;

 

Exercise Period” means the period during which a particular Option may be exercised and is the period from and including the Grant Date through to and including the Expiry Time on the Expiry Date provided, however, that no Option can be exercised unless and until all necessary Regulatory Approvals have been obtained;

 

Exercise Price” means the price at which an Option is exercisable as determined in accordance with Section 4.5;

 

Expiry Date” means the date the Option expires as set out in the Option Certificate or as otherwise determined in accordance with Sections 4.10, 5.1, 7.2, or Article 6;

 

Expiry Time” means the time the Option expires on the Expiry Date, which is 5:00 p.m. local time in Vancouver, British Columbia on the Expiry Date;

 

Exchange” means the TSXV and any other exchange on which the Shares are or may be listed from time to time;

 

Executive” means an individual who is a Director or Officer;

 

Good Reason” means any one or more of the following events occurring following a Change in Control and without the Participant’s written consent:

 

(a)the Participant is placed in a position of lesser stature than its current position and, is assigned duties that would result in a material change in the nature or scope of powers, authority, functions or duties inherent in such a position immediately prior to the Change in Control;

 

(b)a material decrease in the Participant’s base salary or a material decrease in the Participant’s short-term incentive grants, long-term incentive grants, benefits, vacation or other compensation;

 

(c)a requirement that the Participant relocate to a location greater than 40 kilometers from the Participant’s primary work location immediately prior to the Change in Control; or

 

(d)any action or event that would constitute constructive dismissal of the Participant at common law;

 

5 -

Insider” means:

 

(a)a Director or senior officer of the Corporation;

 

(b)a Director or senior officer of a Company that is an Insider or a Subsidiary of the Corporation;

 

(c)a Person that has

 

(i)beneficial ownership of, or control or direction over, directly or indirectly, or

 

(ii)a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the Issuer carrying more than 10% of the voting rights attached to all the Issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the Person as underwriter in the course of a distribution;

 

(d)the Corporation itself if it holds any of its own securities;

 

Investor Relations Service Providers” has the meaning attributed thereto in Policy 4.4 – Security Based Compensation, as amended from time to time, of the TSXV Manual. Includes any consultant that preforms incest relation activities and any Director Officer Employee or management Company employee whose role and duties primarily consist of Invest Relations Activities. Investor Relation Service Providers may only be granted Stock Options and no other forms of Security Based Compensation (including any RSU’s ) as may be available through the issuer;

 

Market Price” means the market value of the Shares as determined in accordance with Section 4.5;

 

Net Settlement” has the meaning set out in Section 4.8(c);

 

Officer” means an officer (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

 

Option” means an incentive share purchase option granted pursuant to the Plan entitling a Participant to purchase Shares of the Corporation;

 

Option Certificate” means a certificate issued by the Corporation in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Option has been granted under the Plan and which need not be identical to any other such certificates;

 

Participant” means an Executive, Employee or Consultant to whom an Option has been granted under the Plan. Those providing Investor Relation services are eligible under this plan;

 

Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

 

Personal Representative” means: (i) in the case of a deceased Participant, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and (ii) in the case of a Participant who, for any reason, is unable to manage his or her affairs, the Person entitled by law to act on behalf of such Participant;

 

6 -

Plan” means this Option Plan, as may be amended from time to time;

 

Plan Administrator” means the Board, or if the administration of the Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

 

Regulatory Approvals” means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of the Plan or for the Options granted from time to time hereunder;

 

Regulatory Authorities” means all Exchanges and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation, the Plan or the Options granted from time to time hereunder;

 

Reorganization” has the meaning attributed thereto in Policy 5.3 – Acquisitions and Dispositions of Non- Cash Assets, as amended from time to time, of the TSXV Manual;

 

Reverse Takeover” has the meaning attributed thereto in Policy 5.2 – Change of Business and Reverse Takeovers, as amended from time to time, of the TSXV Manual;

 

RRIF” means a registered retirement income fund as defined in the Tax Act;

 

RRSP” means a registered retirement savings plan as defined in the Tax Act;

 

Securities Act” means the Securities Act (British Columbia), RSBC 1996, c. 418 as from time to time amended;

 

Securities Laws” has the meaning attributed thereto in Policy 1.1 – Interpretation, as amended from time to time, of the TSXV Manual;

 

Security Based Compensation Arrangement” for the purposes of the Plan means any option, share option plan, share incentive plan, employee share purchase plan where the Corporation provides any financial assistance or matching mechanism, stock appreciation right or any other compensation or incentive mechanism involving the issuance or potential issuance of securities from the Corporation’s treasury to Executives, Employees or Consultants, but for greater certainty does not involve compensation arrangements which do not involve the issuance or potential issuance of securities from the Corporation’s treasury or arrangements under which compensation arrangements are settled solely in cash and/or securities purchased on the secondary market;

 

Share” means one (1) common share in the capital of the Corporation as constituted on the Effective Date or after an adjustment contemplated by Article 7, such other shares or securities to which the holder of an Option may be entitled as a result of such adjustment;

 

Shareholder Approval” means approval by the Corporation’s shareholders in accordance with the polices of the Exchange;

 

Subsidiary” has the meaning attributed thereto in the Securities Act;

 

Tax Act” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

 

7 -

Termination Date” means (i) the date designated by the Participant and the Corporation or a Subsidiary of the Corporation in a written employment agreement, or other written agreement between the Participant and Corporation or a Subsidiary of the Corporation, or (ii) if no written agreement exists, the date designated by the Corporation or a Subsidiary of the Corporation, as the case may be, on which a Participant ceases to be an employee of the Corporation or a Subsidiary of the Corporation or ceases to provide services to the Corporation or a Subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment or termination of services by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date of termination of any period of reasonable notice that the Corporation or a Subsidiary of the Corporation, as applicable, may be required by law to provide to the Participant;

 

Triggering Event” means:

 

(a)the proposed dissolution, liquidation or wind-up of the Corporation;

 

(b)a proposed Change in Control;

 

(c)the proposed sale or other disposition of all or substantially all of the assets of the Corporation; or

 

(d)a proposed material alteration of the capital structure of the Corporation which, in the opinion of the Plan Administrator, is of such a nature that it is not practical or feasible to make adjustments to the Plan or to the Options granted hereunder to permit the Plan and Options granted hereunder to stay in effect;

 

TSXV” means the TSX Venture Exchange;

 

TSXV Manual” means the TSXV Corporate Finance Manual;

 

Vested” means a portion of the Option granted to the Participant which is available to be exercised by such Participant at any time and from time to time;

 

Voting Share” means a security of a Company that:

 

(a)is not a debt security; and

 

(b)carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing; and

 

VWAP” means the volume-weighted average trading price of the Shares on the TSXV calculated by dividing the total value by the total volume of the Shares traded for the five trading days immediately preceding the exercise of the subject Option, provided that the TSXV may exclude internal crosses and certain other special terms trades from the calculation.

 

2.2Interpretation

 

(a)Whenever the Plan Administrator exercises discretion in the administration of the Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

 

8 -

(b)As used herein, the terms “Article”, “Section” and “clause” mean and refer to the specified Article, Section and clause of the Plan, respectively.

 

(c)Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

 

(d)Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

 

(e)Unless otherwise specified, all references to money amounts are to Canadian currency.

 

(f)The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

 

ARTICLE 3
ADMINISTRATION

 

3.1Administration

 

Subject to and consistent with the terms of the Plan, Applicable Laws and the provisions of any charter adopted by the Board with respect to the powers, authority and operation of the Committee (as amended from time to time), the Plan will be administered by the Plan Administrator, and the Plan Administrator has sole and complete authority, in its discretion, without limitation, to:

 

(a)determine the Persons who are eligible to be Participants in accordance with Section 3.4;

 

(b)make grants of Options under the Plan relating to the issuance of Shares in such amounts, to such Participants and, subject to the provisions of the Plan, on such terms and conditions as it determines including without limitation:

 

(i)the time or times at which Options may be granted, including the applicable Date of Grant

 

(ii)the conditions under which an Option or any portion thereof may be granted to a Participant including, without limitation, the Expiry Date, Exercise Price and vesting schedule (which need not be identical with the terms of any other Option):

 

(iii)the consequences of a termination with respect to an Option;

 

(iv)the number of Shares subject to each Option;

 

(v)whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Option, and the nature of such restrictions or limitations, if any; and

 

9 -

(vi)any acceleration of exercisability or vesting, or waiver of termination regarding any Option, based on such factors as the Plan Administrator may determine;

 

(c)establish the form or forms of the Option Certificate and Exercise Notice;

 

(d)amend the terms of any Option, subject to and in accordance with the terms and conditions of the Plan;

 

(e)cancel, amend, adjust or otherwise change any Option under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the Plan, including but not limited to:

 

(i)allowing non-Vested Options to be treated as Vested upon termination of employment or service of a Participant, as to any or all of termination, death or Disability;

 

(ii)providing that the Options with respect to certain classes, types or groups of Participants will have different acceleration, forfeiture, termination, continuation or other terms than other classes, types or groups of Participants;

 

(iii)providing for the continuation of any Option for such period which is not longer than 12 months from the Termination Date or 12 months from the date of death or Disability of the Participant, and upon such terms and conditions as are determined by the Plan Administrator in the event that a Participant ceases to be an Executive, Employee or Consultant, as the case may be;

 

(iv)providing that Vested Options may be exercised for periods longer or different from those set forth in the Plan, subject to the applicable rules of the Exchange; and

 

(v)setting any other terms for the exercise or termination of an Option upon termination of employment or service;

 

(f)construe and interpret the Plan and all Option Certificates;

 

(g)determine all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the Market Price of the Shares;

 

(h)correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

 

(i)determine whether, to what extent, and under what circumstances an Option may be exercised in cash, through a cashless exercise or through net settlement pursuant to Section 4.8;

 

(j)determine the duration and purposes of leaves of absence from employment or engagement by the Corporation which may be granted to Participants without constituting a termination of employment or engagement for purposes of the Plan;

 

(k)authorize Persons to execute such documents and instruments as may be necessary to carry out the purposes of the Plan and grants of Options from time to time hereunder;

 

10 -

(l)prescribe, amend, and rescind rules and regulations relating to the administration of the Plan; and

 

(m)make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.

 

3.2Delegation to Committee

 

(a)The initial Plan Administrator shall be the Board.

 

(b)To the extent permitted by Applicable Law, the Board may, from time to time, delegate to a committee of the Corporation (the “Committee”), consisting of not less than two of its members, all or any of the powers conferred on the Plan Administrator pursuant to the Plan, including the power to sub-delegate to any specified Directors or Officers all or any of the powers delegated by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

 

(c)In the event the Board delegates to the Committee all or any of the powers conferred on the Plan Administrator pursuant to the Plan, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party. Any decision made or action taken by the Committee or any sub-delegate arising out of or in connection with the administration or interpretation of the Plan in this context is final and conclusive and binding on the Corporation and all affiliates of the Corporation, all Participants and all other Persons.

 

3.3Determinations Binding

 

Any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration interpretation of the Plan is final, conclusive and binding on all affected Persons, including the Corporation and any of its Subsidiaries, the affected Participants and their Personal Representatives, any shareholder of the Corporation and all other Persons.

 

3.4Eligibility

 

Subject to the discretion of the Plan Administrator, all Executives, Employees and Consultants are eligible to participate in the Plan. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Executive, Employee or Consultant any right to receive any grant of an Option pursuant to the Plan. In addition, in order to be eligible to receive Options, in the case of Employees and Consultants, the Option Certificate to which they are a party must contain a representation of the Corporation and of such Employee or Consultant, as the case may be, that such Employee or Consultant is a bona fide Employee or Consultant of the Corporation or a Subsidiary of the Corporation, as the case may be.

 

3.5Board Requirements

 

Any Option granted under the Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Option upon any securities exchange or under any Applicable Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Option or the issuance or purchase of Shares thereunder, such Option may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

 

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3.6Liability Limitation and Indemnification

 

No member of the Board or the Committee shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Option Certificate or any Option granted hereunder.

 

3.7Total Shares Subject to Options

 

Subject to adjustment pursuant to Article 7, the number of Shares hereby reserved for issuance to Participants under the Plan shall not exceed 10% of the number of Shares which are issued and outstanding on the particular date of grant of Options. Any Shares subject to an Option which has been granted under the Plan and which has been cancelled, terminated, surrendered, forfeited or expired without having been exercised as provided for in the Plan shall again be available under the Plan.

 

3.8Limits on Options

 

Notwithstanding anything in the Plan, if the Corporation is listed on the TSXV, the following limitations shall apply to the Plan and all Options thereunder so long as such limitations are required by the TSXV:

 

(a)unless Disinterested Shareholder Approval is obtained in accordance with the policies of the TSXV (or unless permitted otherwise by the policies of the TSXV):

 

(i)the maximum number of Shares that may be issued to any one Participant (and where permitted pursuant to the policies of the TSXV, any Company that is wholly-owned by the Participant) under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12- month period, may not exceed 5% of the issued Shares calculated on the Date of Grant;

 

(ii)the maximum number of Shares that may be issued to Insiders (as a group) under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12-month period, may not exceed 10% of the issued Shares calculated on the Date of Grant; and

 

(iii)the maximum number of Shares that may be issued to Insiders (as a group) under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, may not exceed 10% of the issued Shares at any time;

 

(b)the maximum number of Shares that may be issued to any one Consultant under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12-month period, may not exceed 2% of the issued Shares calculated on the Date of Grant;

 

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(c)the maximum number of Shares issuable pursuant to Options which may be granted within any 12-month period to Investor Relations Service Providers (as a group) must not exceed 2% of the issued Shares calculated on the Date of Grant;

 

(d)Options granted to Investor Relations Service Providers must vest in stages over 12 months with no more than 25% of the Options vesting in any three month period; and

 

(e)any Options granted to a Participant who ceases to be a Participant under the Plan for any reason whatsoever shall terminate at a date no later than 12 months from the date such Participant ceases to be a Participant under the Plan.

 

3.9Option Certificates

 

Each Option under the Plan will be evidenced by an Option Certificate. Each Option Certificate will be subject to the applicable provisions of the Plan and will contain such provisions as are required by the Plan and any other provisions that the Plan Administrator may direct.

 

3.10Non-transferability of Options

 

Except to the extent that certain rights may pass to a beneficiary or Personal Representative upon death of a Participant by will or as required by law, no Option is assignable or transferable.

 

3.11Resale Restrictions

 

Any Shares issued by the Corporation upon exercise or settlement of an Option are subject to any resale and trading restrictions in effect pursuant to Applicable Laws and the policies of the Exchange, and the Corporation shall be entitled to place any restriction or legend on any certificates representing such Shares accordingly. Any Option Certificate will bear the following legend, if required pursuant to the policies of the TSXV:

 

“Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate, and any securities issued upon exercise hereof, may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [the date that is four months and one day after the date of the grant of the Option].”

 

Any certificate representing Shares issued pursuant to an exercise of an Option before the date that is four month and one day after the date of grant of an Option will bear the following legend, if required pursuant to the policies of the TSXV:

 

“Without prior written approval of the TSX Venture Exchange and compliance with all applicable securities legislation, the securities represented by this certificate may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of the TSX Venture Exchange or otherwise in Canada or to or for the benefit of a Canadian resident until [the date that is four months and one day after the date of the grant of the Option].”

 

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ARTICLE 4
OPTIONS

 

4.1Granting of Options

 

The Plan Administrator may, from time to time, subject to Corporate Policies, the provisions of the Plan and such other terms and conditions as the Plan Administrator may determine, grant Options to any Participant, and in doing so, may, without limitation, in its discretion, (a) designate the Participants who may receive Options under the Plan, (b) fix the number of Options to be granted to each Participant and the date or dates on which such Options shall be granted, and (c) determine the relevant conditions and vesting schedules in respect of any Options.

 

4.2Options Account

 

All Options received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation as of the Date of Grant. The terms and conditions of each Option grant shall be evidenced by an Option Certificate.

 

4.3Exercise Period of Options

 

Subject to Sections 4.10, 5.1, and 7.4 and Article 6, the Date of Grant and the Expiry Date of an Option shall be the dates fixed by the Plan Administrator at the time the Option is granted and shall be set out in the Option Certificate issued in respect of such Option, provided that the duration of such Option will not exceed the maximum term permitted by each organized trading facility on which the Shares are listed, being 10 years for the TSXV from the Date of Grant of such Option (subject to extension where the Expiry Date is within a Black-Out period pursuant to Section 5.1).

 

4.4Number of Shares under an Option

 

The number of Shares which may be purchased pursuant to an Option shall be determined by the Plan Administrator and shall be set out in the Option Certificate issued in respect of the Option.

 

4.5Exercise Price of an Option

 

The Exercise Price at which a Participant may purchase a Share upon the exercise of an Option shall be determined by the Plan Administrator and shall be set out in the Option Certificate issued in respect of the Option. The Exercise Price shall not be less than the Market Price of the Shares as of the Date of Grant. The Market Price of the Shares for a particular Date of Grant shall be determined as follows:

 

(a)for each organized trading facility on which the Shares are listed, Market Price will be:

 

(i)the closing trading price of the Shares on the day immediately preceding the issuance of the news release announcing the grant of the Option, or

 

(ii)if, in accordance with the policies of the TSXV, the Corporation is not required to issue a news release to announce the grant and exercise price of the Option, the closing trading price of the Shares on the day immediately preceding the Date of Grant, and may be less than this price if it is within the discounts permitted by the applicable Regulatory Authorities;

 

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(b)if the Shares are listed on more than one organized trading facility, the Market Price shall be the Market Price as determined in accordance with subparagraph (a) above for the primary organized trading facility on which the Shares are listed, as determined by the Plan Administrator, subject to any adjustments as may be required to secure all necessary Regulatory Approvals;

 

(c)if the Shares are listed on one or more organized trading facilities but have not traded during the ten trading days immediately preceding the Grant Date, then the Market Price will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Plan Administrator; and

 

(d)if the Shares are not listed on any organized trading facility, then the Market Price will be, subject to any adjustments as may be required to secure all necessary Regulatory Approvals, such value as is determined by the Plan Administrator to be the fair value of the Shares, taking into consideration all factors that the Plan Administrator deems appropriate, including, without limitation, recent sale and offer prices of the Shares in private transactions negotiated at arms’ length.

 

Notwithstanding anything else contained herein, in no case will the Market Price be less than the minimum prescribed by each of the organized trading facilities that would apply to the Corporation on the Date of Grant in question.

 

4.6Vesting of Options and Acceleration

 

Subject to the limitations in Section 3.8 and all applicable Regulatory Rules, the vesting schedule for an Option, if any, shall be determined by the Plan Administrator and shall be set out in the Option Certificate issued in respect of the Option. The Plan Administrator may elect, at any time, to accelerate the vesting schedule of one or more Options including, without limitation, on a Triggering Event, and such acceleration will not be considered an amendment to the Option in question requiring the consent of the Participant under Section 8.2 of the Plan. Notwithstanding the foregoing, if the Corporation is listed on the TSXV, no acceleration to the vesting schedule of one or more Options granted to an Investor Relations Service Provider can be made without the prior written acceptance of the TSXV.

 

4.7Additional Terms

 

Subject to all applicable Regulatory Rules and all necessary Regulatory Approvals, the Plan Administrator may attach additional terms and conditions to the grant of a particular Option, such terms and conditions to be set out in the Option Certificate. The Option Certificates will be issued for convenience only, and in the case of a dispute with regard to any matter in respect thereof, the provisions of the Plan and the records of the Corporation shall prevail over the terms and conditions in the Option Certificate.

 

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4.8Exercise of Options

 

An Option may be exercised only by the Participant or the Personal Representative of any Participant. A Participant or the Personal Representative of any Participant may exercise an Option in whole or in part at any time and from time to time during the Exercise Period up to the Expiry Time on the Expiry Date by delivering to the Plan Administrator the required Exercise Notice, the applicable Option Certificate and one of following forms of consideration, subject to Applicable Laws:

 

(a)Cash Exercise - Consideration may be paid by a Participant sending a wire transfer, certified cheque or bank draft payable to the Corporation in an amount equal to the aggregate Exercise Price of the Shares then being purchased pursuant to the exercise of the Option.

 

(b)Cashless Exercise - Subject to approval from the Plan Administrator and further subject to the Shares being traded on the Exchange, consideration may be paid by a Participant as follows: (i) a brokerage firm loans money to the Participant in order for the Participant to exercise Options to acquire the underlying Shares (the “Loan”); (ii) the brokerage firm then sells a sufficient number of Shares to cover the Exercise Price of the Options that were exercised by the Participant in order to repay the Loan; and (iii) the brokerage firm receives an equivalent number of Shares from the exercise of the Options and the Participant receives the balance of the Shares or the cash proceeds from the balance of such Shares.

 

(c)Net Settlement - Subject to approval from the Plan Administrator and further subject to the Shares being traded on the Exchange, a Participant, excluding Investor Relations Service Providers, only receives the number of Shares that is equal to the quotient obtained by dividing: (i) the product of the number of Options being exercised of multiplied by the difference between the VWAP of the underlying Shares and the Exercise Price of the subject Options, by (ii) the VWAP of the underlying Shares.

 

In the event of a Cashless Exercise or Net Settlement, the number of Options exercised, surrendered or converted of, and not the number of Shares actually issued by the Corporation, must be included in calculating the limits set forth in Sections 3.7, 3.8(a), 3.8(b) and 3.8(c).

 

4.9Issue of Share Certificates or Direct Registration Statements

 

As soon as reasonably practicable following the receipt of the Exercise Notice, the Plan Administrator shall cause to be delivered to the Participant a certificate or direct registration statement for the Shares so purchased. If the number of Shares so purchased is less than the number of Shares subject to the Option Certificate surrendered, the Plan Administrator shall also provide a new Option Certificate for the balance of Shares available under the Option to the Participant concurrent with delivery of the certificate or direct registration statement for the Shares.

 

4.10Termination of Options

 

Subject to such other terms or conditions that may be attached to Options granted hereunder, a Participant may exercise an Option in whole or in part at any time and from time to time during the Exercise Period. Any Option or part thereof not exercised within the Exercise Period shall terminate and become null, void and of no effect as of the Expiry Time on the Expiry Date. The Expiry Date of an Option shall be the earlier of the date so fixed by the Plan Administrator at the time the Option is granted as set out in the Option Certificate and the date established, if applicable, pursuant to Article 6.

 

ARTICLE 5
ADDITIONAL OPTION TERMS

 

5.1Black-Out Period

 

If the Expiry Date for an Option occurs during the Black-Out period, then, notwithstanding any other provision of the Plan, the Option shall be extended no more than ten Business Days after the date the Black- Out is lifted by the Corporation, unless the delayed expiration would result in tax penalties or the Participant or the Corporation is subject to a cease trade order in respect of the Corporation’s securities.

 

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5.2Withholding Taxes

 

The granting, vesting or exercise of each Option under the Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or exercise, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or a Subsidiary of the Corporation is obliged to remit to the relevant taxing authority in respect of the granting, vesting or exercise of the Option. Any such additional payment is due no later than the date on which such amount with respect to the Option is required to be remitted to the relevant tax authority by the Corporation or a Subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or a Subsidiary of the Corporation to the Participant, (b) require the sale of a number of Shares issued upon exercise or settlement of such Option and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount. For greater certainty, the application of this Section 5.2 to any granting, vesting, exercise or settlement of an Option shall not conflict with the policies of the Exchange that are in effect at the relevant time and the Corporation will obtain prior Exchange acceptance and/or Shareholder Approval of any application of this Section 5.2 if required pursuant to such policies.

 

Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Options granted under the Plan, whether arising as a result of the grant or payment in respect of the Option or otherwise. The Corporation, the Plan Administrator and the Board make no guarantees to any Person regarding the tax treatment of an Option or issuances of Shares and none of the Corporation, the Board, the Plan Administrator or any of the Executives, Employees, Consultants, agents, advisors or representatives of the Corporation or the Subsidiary of the Corporation shall have any liability to a Participant with respect thereto.

 

5.3Recoupment

 

Notwithstanding any other terms of the Plan, Options may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or a Subsidiary of the Corporation and in effect at the Date of Grant of the Option, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 5.3 to any Participant or category of Participants.

 

5.4No Other Benefit

 

(a)No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share or the value of any Option granted, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

 

(b)The Corporation makes no representations or warranties to Participants with respect to the Plan or any Options whatsoever. Participants are expressly advised that the value of any Options issued pursuant to the Plan will fluctuate as the trading price of the Shares fluctuates.

 

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(c)In seeking the benefits of participation in the Plan, the Participant shall exclusively accept all risks associated with a decline in the trading price of the Shares and all other risks associated with the holding of any Options.

 

ARTICLE 6
TERMINATION OF EMPLOYMENT OR SERVICES

 

6.1Termination of Participant

 

Subject to Article 7 and unless otherwise determined by the Plan Administrator or as set forth in an Option Certificate:

 

(a)where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation for Cause, then each Option held by the Participant that has not Vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date. The Plan Administrator, in its discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. In addition, where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation for Cause, the Plan Administrator may, in its discretion, determine that all Options held by the Participant that have Vested as of the Termination Date shall immediately become forfeited, cancelled, null and void, failing which, all Options held by the Participant that have Vested as of the Termination Date shall be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of:

 

(i)the Expiry Date;

 

(ii)a date determined by the Plan Administrator in its discretion; and

 

(iii)the first anniversary of the Termination Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period;

 

(b)where a Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant, then each Option held by the Participant that has not Vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date. All Options held by the Participant that have Vested as of the Termination Date shall be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; (ii) a date determined by the Plan Administrator in its discretion; and (iii) the first anniversary of the Termination Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period;

 

(c)where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice); then:

 

(i)a portion of any Options held by the Participant that are not yet Vested shall immediately vest, with such portion to be equal to the number of unvested Options multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date the unvested Options were originally scheduled to vest. For clarity and by way of example, if a Participant’s employment is terminated 400 days following the Date of Grant and unvested Options were originally scheduled to vest 600 days from the Date of Grant, two- thirds of the unvested Options will immediately vest;

 

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(ii)subject to Section 6.1(c)(i), any Options held by the Participant that are not yet Vested at the Termination Date after the application of Section 6.1(c)(i) shall be immediately forfeited to the Corporation; and

 

(iii)any Options held by the Participant that have Vested as of the Termination Date or Vested pursuant to Section 6.1(c)(i) shall be settled in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; (ii) a date determined by the Plan Administrator in its discretion; and (iii) the first anniversary of the Termination Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period;

 

(d)notwithstanding that such date may be prior to the Termination Date, a Participant’s eligibility to receive further grants of Options under the Plan ceases as of the date that: (i) the Corporation or a Subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment or services are terminated in the circumstances contemplated by this Section 6.1, or (ii) the Participant provides the Corporation or a Subsidiary of the Corporation, as the case may be, with written notification of the Participant’s voluntary resignation;

 

(e)unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Options shall not be affected by a change of employment agreement or arrangement, or directorship within or among the Corporation or a Subsidiary of the Corporation for so long as the Participant continues to be an Executive, Employee or Consultant, as applicable, of the Corporation or a Subsidiary of the Corporation.

 

6.2Leave of Absence

 

If a Participant is on sick leave or other bona fide leave of absence, such Participant shall continue to be deemed a “Participant” for the purposes of an outstanding Option during the period of such leave, provided that it does not exceed 90 days (or such longer period as may be determined by the Plan Administrator in its discretion). If the period of leave exceeds 90 days (or such longer period as may be determined by the Plan Administrator in its discretion), the relationship shall be deemed to have been terminated by the Participant voluntarily on the 91st day (or the first day immediately following any period of leave in excess of 90 days as approved by the Plan Administrator) of such leave, unless the Participant’s right to reemployment or reengagement of services with the Corporation or a Subsidiary of the Corporation, as applicable, is guaranteed by statute or contract.

 

6.3Death or Disability

 

Where a Participant’s employment or services are terminated by reason of the death of the Participant or the Participant becomes Disabled, then each Option held by the Participant that has not Vested as of the date of the death or Disability, as applicable, of such Participant shall vest on such date, and be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; and (ii) first anniversary of the date of the death or Disability of the Participant. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period. A Participant’s eligibility to receive further grants of Options under the Plan ceases as of the date of the death or Disability of the Participant.

 

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6.4Discretion to Permit Acceleration

 

Notwithstanding the provisions of this Article 6, subject to any necessary Regulatory Approvals and, in the case of Options granted to Investor Relations Service Providers, Section 3.8(d) and Section 4.6, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in Article 6, permit the acceleration of vesting of any or all Options, all in the manner and on the terms as may be authorized by the Plan Administrator, and if such discretion is taken and the vesting of any or all Options occurs, then such Options will be exercised in accordance with Section 4.8.

 

ARTICLE 7
EVENTS AFFECTING THE CORPORATION

 

7.1Change in Control

 

Except as may be set forth in an employment agreement or other written agreement between the Corporation or a Subsidiary of the Corporation and the Participant and subject to any necessary Regulatory Approvals:

 

(a)Unless determined otherwise by the Plan Administrator, if within 12 months following the completion of a transaction resulting in a Change in Control, (i) a Participant’s employment or directorship is terminated by the Corporation or a Subsidiary of the Corporation without Cause or (ii) a Participant resigns for Good Reason, without any action by the Plan Administrator, the vesting of all Options held by such Participant shall immediately accelerate and vest on the date of such Participant’s termination or resignation for Good Reason and the Options shall be exercisable in accordance with Section 4.8 at any time during the period that terminates on the earlier of: (i) the Expiry Date; (ii) a date determined by the Plan Administrator in its discretion; and (iii) the first anniversary of the Termination Date. Any Option that remains unexercised shall be immediately forfeited upon the termination of such period.

 

(b)Notwithstanding Section 7.1(a), the Plan Administrator may, without the consent of any Participant, and subject to prior TSXV acceptance pursuant to Section 8.2(a), as applicable, take such steps as it deems necessary or desirable in connection with a Change in Control, including, without limitation, to cause: (i) the conversion or exchange of any outstanding Options into or for, rights or other securities of substantially equivalent value (or greater value), as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Options to vest and become realizable, or payable; (iii) restrictions applicable to an Option to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iv) the termination of an Option in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the settlement of such Option or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the settlement of such Option or realization of the Participant’s rights, then such Option may be terminated by the Corporation without payment); (v) the replacement of such Option with other rights or property selected by the Board in its discretion; or (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 7.1(a), the Plan Administrator will not be required to treat all Options similarly in the transaction.

 

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7.2Triggering Events

 

Subject to any necessary Regulatory Approvals and notwithstanding any other provisions of the Plan or any Option Certificate, the Plan Administrator may, without the consent of the Participant in question cause all or a portion of any of the Options granted under the Plan to terminate upon the occurrence of a Triggering Event, provided that the Corporation must give written notice to the Participant in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Participant the opportunity to exercise the Vested portion of the Options prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Options or portions thereof granted under the Plan which the Corporation proposes to terminate shall become immediately exercisable notwithstanding any contingent vesting provision to which such Options may have otherwise been subject.

 

7.3Reorganization of Corporation’s Capital

 

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control, or in the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control, that would warrant the amendment or replacement of any existing Options in order to adjust the number of Shares that may be acquired on the vesting of outstanding Options and/or the terms of any Option in order to preserve proportionately the rights and obligations of the Participants holding such Options, the Plan Administrator may, subject to the prior approval of the Exchange, if required, authorize such steps to be taken as it may consider to be equitable and appropriate to that end, including, but not limited to, permitting the immediate vesting of any unvested Options and amending the Exercise Price payable per Share.

 

7.4Assumptions of Options in Acquisitions

 

Notwithstanding any other provision of the Plan, in connection with a Reverse Takeover, a Change of Business, a Reorganization or an acquisition pursuant to Policy 5.3 – Acquisitions and Dispositions of Non- Cash Assets of the TSXV Manual, subject to prior TSXV acceptance, security based compensation of a target Company may be cancelled and replaced with substantially equivalent Options under the Plan without Shareholder Approval, provided that: (a) the number of Shares issuable pursuant to the Options (and their applicable exercise price) is adjusted in accordance with the share exchange ratio applicable to the particular transaction, regardless of whether the adjusted exercise price is below the current Market Price; and (b) any other applicable policies of the TSXV have been complied with.

 

7.5No Restriction on Action

 

The existence of the Plan and of any Options granted hereunder shall not affect, limit or restrict in any way the right or power of the Corporation, the Board or the Corporation’s shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise. No Participant or any other Person shall have any claim against any member of the Committee or the Corporation or any Employees, Officers or agents of the Corporation as a result of any such action.

 

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7.6Issue by Corporation of Additional Shares

 

Except as expressly provided in this Article 7, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Options.

 

7.7Fractions

 

No fractional Shares will be issued pursuant to an Option. Accordingly, if, as a result of any adjustment under this Article 7, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares (rounded down to the nearest whole number) and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

 

ARTICLE 8
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

 

8.1Discretion of the Plan Administrator

 

Subject to any Regulatory Approvals, including, where required, the approval of the TSXV and to Section 8.2, the Plan Administrator may, from time to time, without notice to or approval of the Participants or of the shareholders of the Corporation, amend, modify, change, suspend or terminate the Plan or any Options granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that, no such amendment, modification, change, suspension or termination of the Plan or any Options granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any Applicable Laws or Exchange requirements or as otherwise set out in the Plan.

 

8.2Amendment of Option or Plan

 

Notwithstanding Section 8.1 and subject to any rules of the Exchange, if the Corporation is listed on the TSXV, the following limitations shall apply to the Plan and all Options thereunder so long as such limitations are required by the TSXV:

 

(a)any adjustment to Options, other than in connection with a security consolidation or security split, is subject to the prior acceptance of the TSXV;

 

(b)any amendment to the Plan is subject to the prior acceptance of the TSXV, except for amendments to: (i) reduce the number of Shares that may be issued under the Plan, (ii) increase the Exercise Price of Options, or (iii) cancel Options;

 

22 -

(c)subject to any rules of the TSXV, approval of shareholders of the Corporation shall be required for any amendment to the Plan except for amendments to: (i) fix typographical errors, and (ii) clarify existing provisions of the Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and

 

(d)any reduction in the Exercise Price of an Option, or extension to the Expiry Date of an Option, held by an Insider at the time of the proposed amendment is subject to Disinterested Shareholder Approval in accordance with the policies of the TSXV.

 

ARTICLE 9
MISCELLANEOUS

 

9.1Legal Requirement

 

The Corporation is not obligated to grant any Options, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

 

9.2Rights of Participant

 

construed as giving a Participant a right to remain as an Executive, Employee or Consultant of the Corporation or a Subsidiary of the Corporation. Neither the Participant nor such Participant’s Personal Representatives shall have any rights whatsoever as a shareholder of the Corporation in respect of Shares issuable pursuant to any Option until the allotment and issuance to such Participant or the liquidator, executor or administrator, as the case may be, of the estate of such Participant, of certificates representing such Shares (or in the case of Shares issued in uncertificated form, receipt of evidence of a book position on the register of the shareholders of the Corporation maintained by the transfer agent and registrar of the Corporation).

 

9.3Conflict

 

In the event of any conflict between the provisions of the Plan and the provisions of an Option Certificate, an employment agreement or another written agreement between the Corporation or a Subsidiary of the Corporation and a Participant, the provisions of the Plan shall govern.

 

9.4Anti-Hedging Policy

 

By accepting the Option, each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Options.

 

9.5No Guarantee of Tax Consequences

 

Neither the Plan Administrator nor the Corporation makes any commitment or guarantee that any specific tax treatment will apply or be available to the Participants.

 

23 -

9.6Participant Information

 

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such Persons (including Persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

 

9.7Participation in the Plan

 

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant.

 

9.8Successors and Assigns

 

The Plan shall be binding on all successors and assigns of the Corporation and its affiliates.

 

9.9Severability

 

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

 

9.10Notices

 

All written notices to be given by the Participant to the Corporation shall be delivered by (a) hand or courier, with all fees and postage prepaid, addressed using the information specified below, or designated otherwise by the Corporation in writing; or (b) email to the email address that the parties regularly use to correspond with one another or to any other email address specified by the Corporation in writing to the Participant:

 

F4 URANIUM CORP.
Suite 750 - 1620 Dickson Ave
Kelowna, B.C.
V1Y 9Y2

 

Attention: Corporate Secretary

 

Such notices are, if delivered by hand or by courier, deemed to have been given by the sender and received by the addressee at the time of delivery. Any notice sent by email will be deemed to have been given by the sender and received by the addressee on the first Business Day after it was transmitted. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

 

24 -

9.11Effective Date

 

The Plan shall become effective upon the receipt of all required shareholder and regulatory approvals, being the Effective Date.

 

9.12Governing Law

 

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

 

9.13Submission to Jurisdiction

 

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including with respect to the grant of Options and any issuance of Shares made in accordance with the Plan.

 

 

SCHEDULE “M”

 

F4 Equity Incentive Plan

 

(see attached)

74

 

F4 URANIUM CORP.

 

FIXED EQUITY INCENTIVE PLAN

 

Effective Date: August 15, 2024

 

 

TABLE OF CONTENTS

 

    Page
EQUITY INCENTIVE PLAN 1
ARTICLE 1 PURPOSE 1
1.1 Purpose 1
ARTICLE 2 INTERPRETATION 1
2.1 Definitions 1
2.2 Interpretation 8
ARTICLE 3 ADMINISTRATION 8
3.1 Administration 8
3.2 Delegation to Committee 10
3.3 Determinations Binding 11
3.4 Eligibility 11
3.5 Board Requirements 11
3.6 Liability Limitation and Indemnification 12
3.7 Total Shares Subject to Awards 12
3.8 Limits on Awards 12
3.9 Award Agreements 13
3.10 Non-transferability of Awards 13
3.11 Resale Restrictions 13
ARTICLE 4 SHARE UNITS 13
4.1 Granting of Share Units 13
4.2 Share Unit Account 13
4.3 Vesting of Share Units 13
4.4 Settlement of Vested Share Units 14
ARTICLE 5 DEFERRED SHARE UNITS 14
5.1 Granting of DSUs to Directors for Director Fees 14
5.2 Granting of DSUs to Participants 15
5.3 DSU Account 15
5.4 Vesting of DSUs 15
5.5 Settlement of Vested DSUs 16
ARTICLE 6 ADDITIONAL AWARD TERMS 17
6.1 Dividend Equivalents 17
6.2 Black-Out Period 17

 

 

- ii -

 

6.3 Withholding Taxes 17
6.4 Compliance with the Tax Act 18
6.5 Recoupment 18
6.6 No Other Benefit 18
ARTICLE 7 TERMINATION OF EMPLOYMENT OR SERVICES 19
7.1 Termination of Participant 19
7.2 Leave of Absence 20
7.3 Death or Disability 20
7.4 Discretion to Permit Acceleration 20
ARTICLE 8 EVENTS AFFECTING THE CORPORATION 21
8.1 Change in Control 21
8.2 Triggering Events 22
8.3 Reorganization of Corporation’s Capital 22
8.4 Assumptions of Awards in Acquisitions 22
8.5 No Restriction on Action 22
8.6 Issue by Corporation of Additional Shares 23
8.7 Fractions 23
ARTICLE 9 AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN 23
9.1 Amendment, Suspension, or Termination of the Plan 23
9.2 Shareholder Approval 23
ARTICLE 10 MISCELLANEOUS 23
10.1 Legal Requirement 23
10.2 Rights of Participant 24
10.3 Conflict 24
10.4 Anti-Hedging Policy 24
10.5 No Guarantee of Tax Consequences 24
10.6 Participant Information 24
10.7 Participation in the Plan 24
10.8 Successors and Assigns 24
10.9 Severability 25
10.10 Notices 25
10.11 Effective Date and Replacement 25
10.12 Governing Law 25
10.13 Submission to Jurisdiction 25

 

 

EQUITY INCENTIVE PLAN

 

ARTICLE 1
PURPOSE

 

1.1Purpose

 

The purpose of the Plan is to provide the Corporation with a share-related mechanism to attract, retain and motivate qualified Executives, Employees and Consultants of the Corporation and its Subsidiaries, to reward such of those Executives, Employees and Consultants as may be granted Awards under the Plan by the Board from time to time for their contributions toward the long term goals and success of the Corporation and to enable and encourage such Executives, Employees and Consultants to acquire Shares as long term investments and proprietary interests in the Corporation.

 

ARTICLE 2
INTERPRETATION

 

2.1Definitions

 

When used herein, unless the context otherwise requires, the following terms have the indicated meanings:

 

Applicable Laws” means the applicable laws and regulations and the requirements or policies of any governmental, regulatory authority, securities commission and stock exchange having authority over the Corporation or the Plan;

 

Award” means any Share Unit or Deferred Share Unit granted under the Plan;

 

Award Agreement” means a signed, written agreement between a Participant and the Corporation, in the form or any one of the forms approved by the Plan Administrator, evidencing the terms and conditions on which an Award has been granted under the Plan and which need not be identical to any other such agreements;

 

Black-Out” means a restriction formally imposed by the Corporation, pursuant to its internal trading policies as a result of the bona fide existence of undisclosed material information, on all or any of its Participants whereby such Participants are prohibited from exercising, redeeming or settling their Awards;

 

Board” means the board of directors of the Corporation;

 

Business Day” means a day, other than a Saturday or Sunday, on which the principal commercial banks in the City of Vancouver are open for commercial business during normal banking hours;

 

Cash Fees” has the meaning set forth in Section 5.1(a);

 

Cause” means:

 

(a)unless the applicable Award Agreement states otherwise, with respect to any Employee, Officer or Consultant:

 

(i)if such Employee, Officer or Consultant is a party to an employment or service agreement with the Corporation or any of its Subsidiaries and such agreement provides for a definition of Cause, the definition contained therein; or

 

2 -

(ii)if no such agreement exists, or if such agreement does not define Cause, any act or omission that would entitle the Corporation to terminate the employment or service agreement of such Employee, Officer or Consultant, without notice or compensation under the common law for just cause, including, without in any way limiting its meaning under the common law: (A) the failure of the Employee, Officer or Consultant to carry out its duties properly or to comply with the rules, policies and practices of the Corporation or any of its Subsidiaries, as applicable; (B) a material breach of any agreement with the Corporation or any of its Subsidiaries, as applicable, or a material violation of any written policy of the Corporation or any of its Subsidiaries, as applicable; (C) the indictment for or conviction of an indictable offence or any summary offence involving material dishonesty or moral turpitude; (D) a material fiduciary breach with respect to the Corporation or any of its Subsidiaries, as applicable; (E) fraud, embezzlement or similar conduct that results in or is reasonably likely to result in harm to the reputation or business of the Corporation or any of its Subsidiaries; or (F) gross negligence or willful misconduct with respect to the Corporation or any of its Subsidiaries; and

 

(b)with respect to any Director, a determination by a majority of the disinterested Board members that the Director has engaged in any of the following:

 

(i)gross misconduct or neglect;

 

(ii)willful conversion of corporate funds;

 

(iii)false or fraudulent misrepresentation inducing the Director’s appointment; or

 

(iv)repeated failure to participate in Board meetings on a regular basis despite having received proper notice of the meetings in advance;

 

Change of Business” has the meaning attributed thereto in Policy 5.2 – Change of Business and Reverse Takeovers, as amended from time to time, of the TSXV Manual;

 

Change in Control” means, unless otherwise defined in the Participant’s employment or service agreement or in the applicable Award Agreement, the occurrence of any one or more of the following events:

 

(a)a change in the composition of the Board which results in the majority of the directors of the Corporation not being individuals nominated by the Corporation’s then incumbent directors; or

 

(b)a merger, amalgamation, arrangement or reorganization of the Corporation with one or more corporations as a result of which, immediately following such event, the shareholders of the Corporation as a group, as they were immediately prior to such event, hold less than a majority of the outstanding Voting Shares of the surviving corporation;

 

Committee” has the meaning set forth in Section 3.2;

 

3 -

Company” means a corporation incorporated association or organization, body corporate, partnership, trust, association or other entity other than an individual;

 

Consultant” means:

 

(a)a Person (other than an Executive or Employee) that:

 

(i)is engaged to provide on an ongoing bona fide basis, consulting, technical, management or other services to the Corporation or to any of its Subsidiaries, other than services provided in relation to a distribution of securities (as defined under Applicable Laws);

 

(ii)provides the services under a written contract between the Corporation or any of its Subsidiaries and the individual or the Company, as the case may be; and

 

(iii)in the reasonable opinion of the Corporation, spends or will spend a significant amount of time and attention on the affairs and business of the Corporation or of any of its Subsidiaries, or

 

(b)an individual (other than a Director, Officer or Employee) employed by a Company providing management services to the Corporation, which services are required for the ongoing successful operation of the business enterprise of the Corporation;

 

Corporate Policies” means any of the policies of the Corporation;

 

Corporation” means F4 Uranium Corp.;

 

Date of Grant” means, for any Award, the date specified by the Plan Administrator at the time it grants the Award (which, for greater certainty, shall be no earlier than the date on which the Board meets or otherwise acts for the purpose of granting such Award) or if no such date is specified, the date upon which the Award was granted;

 

Deferred Share Unit” or “DSU” means a right, granted to a Participant in accordance with Article 5, subject to the provisions of the Plan;

 

Director” means a director (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

 

Director Fees” means any compensation (including annual retainer and meeting fees, if any) paid by the Corporation to a Director in a calendar year for service on the Board;

 

Disabled” or “Disability” means a physical injury or mental incapacity of a nature which the Plan Administrator determines prevents or would prevent the Participant from satisfactorily performing the substantial and material duties of his or her position with the Corporation or any of its Subsidiaries;

 

DSU Settlement Date” has the meaning set forth in Section 5.5(a);

 

Effective Date” means the date the Plan becomes effective, which shall be upon receipt of all shareholder and regulatory approvals;

 

Elected Amount” has the meaning set forth in Section 5.1(a);

 

4 -

Electing Person” means a Participant who is, on the applicable Election Date, a Director;

 

Election Date” means the date on which the Electing Person files an Election Notice in accordance with Section 5.1(b);

 

Election Notice” has the meaning set forth in Section 5.1(b);

 

Employee” means an individual who:

 

(a)is considered an employee of the Corporation or any of its Subsidiaries under the Tax Act and for whom income tax, employment insurance and Canada Pension Plan deductions must be made at source;

 

(b)works full-time for the Corporation or any of its Subsidiaries providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or any of its Subsidiaries over the details and methods of work as an employee of the Corporation or of a Subsidiary of the Corporation, as the case may be, but for whom income tax deductions are not made at source; or

 

(c)works for the Corporation or any of its Subsidiaries on a continuing and regular basis for a minimum amount of time per week providing services normally provided by an employee and who is subject to the same control and direction by the Corporation or any of its Subsidiaries over the details and methods of work as an employee of the Corporation or any of its Subsidiaries;

 

Exchange” means the TSXV and any other exchange on which the Shares are or may be listed from time to time;

 

Executive” means an individual who is a Director or Officer;

 

Good Reason” means any one or more of the following events occurring following a Change in Control and without the Participant’s written consent:

 

(a)the Participant is placed in a position of lesser stature than its current position and, is assigned duties that would result in a material change in the nature or scope of powers, authority, functions or duties inherent in such a position immediately prior to the Change in Control;

 

(b)a material decrease in the Participant’s base salary or a material decrease in the Participant’s short-term incentive grants, long-term incentive grants, benefits, vacation or other compensation;

 

(c)a requirement that the Participant relocate to a location greater than 40 kilometers from the Participant’s primary work location immediately prior to the Change in Control; or

 

(d)any action or event that would constitute constructive dismissal of the Participant at common law;

 

Insider” means:

 

(a)a Director or senior officer of the Corporation;

 

5 -

(b)a Director or senior officer of a Company that is an Insider or a Subsidiary of the Corporation;

 

(c)a Person that has

 

(i)beneficial ownership of, or control or direction over, directly or indirectly, or

 

(ii)a combination of beneficial ownership of, and control or direction over, directly or indirectly, securities of the Issuer carrying more than 10% of the voting rights attached to all the Issuer’s outstanding voting securities, excluding, for the purpose of the calculation of the percentage held, any securities held by the Person as underwriter in the course of a distribution;

 

(d)the Corporation itself if it holds any of its own securities;

 

Investor Relations Activities” has the meaning attributed thereto in Policy 1.1 – Interpretation, as amended from time to time, of the TSXV Manual;

 

Market Price” at any date in respect of the Shares shall be the volume weighted average closing price of Shares on the TSXV for the five (5) trading days immediately preceding such date (or, if such Shares are not then listed and posted for trading on the TSXV, on such stock exchange on which the Shares are listed and posted for trading as may be selected for such purpose by the Board), subject to any adjustments as may be required to secure all necessary Regulatory Approvals, provided that if the Corporation is listed on an Exchange, such price shall not be less than the market price determined in accordance with the rules of such Exchange. In the event that such Shares are not listed and posted for trading on any Exchange, the Market Price shall be the fair market value of such Shares as determined by the Board in its sole discretion, subject to any adjustments as may be required to secure all necessary Regulatory Approvals;

 

Officer” means an officer (as defined under Securities Laws) of the Corporation or of any of its Subsidiaries;

 

Participant” means an Executive, Employee or Consultant to whom an Award has been granted under the Plan. Notwithstanding the foregoing and any other provision of the Plan, no Person who performs Investor Relations Activities on behalf of the Corporation or a Subsidiary of the Corporation shall be a Participant;

 

Participant Service Separation Date” means the date of a Participant’s death, or retirement from, or loss of office or employment with, or provision of services to, the Corporation or any of its Subsidiaries, including: (i) the voluntary resignation or retirement of a Director from the Board; or (ii) the removal of such Director from the Board whether by shareholder resolution or failure to achieve re-election;

 

Performance Goals” means performance goals expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Corporation, a Subsidiary of the Corporation, a division of the Corporation or of a Subsidiary of the Corporation, or an individual, or may be applied to the performance of the Corporation or a Subsidiary of the Corporation relative to a market index, a group of other companies or a combination thereof, or on any other basis, all as determined by the Plan Administrator;

 

Performance Period” means the period specified by the Plan Administrator for achievement of any applicable Performance Goals as a condition to vesting;

 

6 -

Performance Share Unit” or “PSU” means a right, granted to a participant in accordance with Article 4, subject to the provisions of the Plan, that generally becomes Vested, if at all, subject to the attainment of certain Performance Goals and satisfaction of such other conditions to vesting, if any, as may be determined by the Plan Administrator;

 

Person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his or her capacity as trustee, executor, administrator or other legal representative;

 

Personal Representative” means: (i) in the case of a deceased Participant, the executor or administrator of the deceased duly appointed by a court or public authority having jurisdiction to do so; and (ii) in the case of a Participant who, for any reason, is unable to manage his or her affairs, the Person entitled by law to act on behalf of such Participant;

 

Plan” means this Equity Incentive Plan, as may be amended from time to time;

 

Plan Administrator” means the Board, or if the administration of the Plan has been delegated by the Board to the Committee pursuant to Section 3.2, the Committee;

 

Regulatory Approvals” means any necessary approvals of the Regulatory Authorities as may be required from time to time for the implementation, operation or amendment of the Plan or for the Awards granted from time to time hereunder;

 

Regulatory Authorities” means all Exchanges and all securities commissions or similar securities regulatory bodies having jurisdiction over the Corporation, the Plan or the Awards granted from time to time hereunder;

 

Reorganization” has the meaning attributed thereto in Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets, as amended from time to time, of the TSXV Manual;

 

Restricted Share Unit” or “RSU” means a right, granted to a Participant in accordance with Article 4, subject to the provisions of the Plan, that generally becomes Vested, if at all, following a period of continuous employment of the Participant with the Corporation or a Subsidiary of the Corporation;

 

Reverse Takeover” has the meaning attributed thereto in Policy 5.2 – Change of Business and Reverse Takeovers, as amended from time to time, of the TSXV Manual;

 

RRIF” means a registered retirement income fund as defined in the Tax Act; “RRSP” means a registered retirement savings plan as defined in the Tax Act;

 

Securities Act” means the Securities Act (British Columbia), RSBC 1996, c. 418 as from time to time amended;

 

Securities Laws” has the meaning attributed thereto in Policy 1.1 – Interpretation, as amended from time to time, of the TSXV Manual;

 

Security Based Compensation Arrangement” for the purposes of the Plan means any option, share option plan, share incentive plan, employee share purchase plan where the Corporation provides any financial assistance or matching mechanism, stock appreciation right or any other compensation or incentive mechanism involving the issuance or potential issuance of securities from the Corporation’s treasury to Executives, Employees or Consultants, but for greater certainty does not involve compensation arrangements which do not involve the issuance or potential issuance of securities from the Corporation’s treasury or arrangements under which compensation arrangements are settled solely in cash and/or securities purchased on the secondary market;

 

7 -

Share” means one (1) common share in the capital of the Corporation as constituted on the Effective Date or after an adjustment contemplated by Article 8, such other shares or securities to which the holder of an Award may be entitled as a result of such adjustment;

 

Share Unit” means an RSU or a PSU, as applicable;

 

Share Unit Settlement Date” has the meaning set forth in Section 4.4;

 

Shareholder Approval” means approval by the Corporation’s shareholders in accordance with the polices of the Exchange;

 

Subsidiary” has the meaning attributed thereto in the Securities Act;

 

Tax Act” means the Income Tax Act (Canada) and its regulations thereunder, as amended from time to time;

 

Termination Date” means (i) the date designated by the Participant and the Corporation or a Subsidiary of the Corporation in a written employment agreement, or other written agreement between the Participant and Corporation or a Subsidiary of the Corporation, or (ii) if no written agreement exists, the date designated by the Corporation or a Subsidiary of the Corporation, as the case may be, on which a Participant ceases to be an employee of the Corporation or a Subsidiary of the Corporation or ceases to provide services to the Corporation or a Subsidiary of the Corporation, as the case may be, provided that, in the case of termination of employment or termination of services by voluntary resignation by the Participant, such date shall not be earlier than the date notice of resignation was given, and “Termination Date” specifically does not mean the date of termination of any period of reasonable notice that the Corporation or a Subsidiary of the Corporation, as applicable, may be required by law to provide to the Participant;

 

Triggering Event” means:

 

(a)the proposed dissolution, liquidation or wind-up of the Corporation;

 

(b)a proposed Change in Control;

 

(c)the proposed sale or other disposition of all or substantially all of the assets of the Corporation; or

 

(d)a proposed material alteration of the capital structure of the Corporation which, in the opinion of the Plan Administrator, is of such a nature that it is not practical or feasible to make adjustments to the Plan or to the Awards granted hereunder to permit the Plan and Awards granted hereunder to stay in effect;

 

TSXV” means the TSX Venture Exchange;

 

TSXV Manual” means the TSXV Corporate Finance Manual;

 

8 -

Vested” means the applicable vesting criteria, Performance Goals and/or any other conditions for settlement in relation to a whole number, or a percentage of the number of Awards determined by the Plan Administrator in connection with a grant of PSUs, RSUs or DSUs as the case may be, (i) have been met; or (ii) have been waived or deemed to have been met;

 

Vesting Date” means the date on which the applicable vesting criteria, Performance Goals and/or any other conditions for an Award becoming Vested are met, deemed to have been met, or waived, as contemplated in the definition of “Vested”; and

 

Voting Share” means a security of a Company that:

 

(a)is not a debt security; and

 

(b)carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

 

2.2Interpretation

 

(a)Whenever the Plan Administrator exercises discretion in the administration of the Plan, the term “discretion” means the sole and absolute discretion of the Plan Administrator.

 

(b)As used herein, the terms “Article”, “Section” and “clause” mean and refer to the specified Article, Section and clause of the Plan, respectively.

 

(c)Words importing the singular include the plural and vice versa and words importing any gender include any other gender.

 

(d)Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period begins, including the day on which the period ends, and abridging the period to the immediately preceding Business Day in the event that the last day of the period is not a Business Day. In the event an action is required to be taken or a payment is required to be made on a day which is not a Business Day such action shall be taken or such payment shall be made by the immediately preceding Business Day.

 

(e)Unless otherwise specified, all references to money amounts are to Canadian currency.

 

(f)The headings used herein are for convenience only and are not to affect the interpretation of the Plan.

 

ARTICLE 3
ADMINISTRATION

 

3.1Administration

 

Subject to and consistent with the terms of the Plan, Applicable Laws and the provisions of any charter adopted by the Board with respect to the powers, authority and operation of the Committee (as amended from time to time), the Plan will be administered by the Plan Administrator, and the Plan Administrator has sole and complete authority, in its discretion, without limitation, to:

 

(a)determine the Persons who are eligible to be Participants in accordance with Section 3.4;

 

9 -

(b)make grants of Awards under the Plan relating to the issuance of Shares in such amounts, to such Participants and, subject to the provisions of the Plan, on such terms and conditions as it determines including without limitation:

 

(i)the time or times at which Awards may be granted, including the applicable Date of Grant;

 

(ii)the conditions under which an Award or any portion thereof may be:

 

(A)granted to Participants;

 

(B)forfeited to the Corporation, cancelled or expired; and

 

(C)Vested, including terms relating to lump sum or instalment vesting, the Performance Goals, the Performance Period and the conditions, if any, upon which vesting of an Award or a portion thereof will be waived or accelerated without any further action by the Plan Administrator;

 

(iii)the number of Shares to be covered by any Award and the terms, if any, upon which any Shares delivered upon exercise or settlement of an Award must continue to be held by a Participant for any specified period;

 

(iv)the consequences of a termination with respect to an Award;

 

(v)the forms of consideration, if any, to be paid by a Participant in connection with the purchase of Shares covered by any Awards (except to the extent certain forms of consideration must be paid to satisfy the requirements of applicable law);

 

(vi)the manner of exercise or settlement of the Vested portion of an Award, including whether an Award shall be settled on a current or deferred basis;

 

(vii)whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of such restrictions or limitations, if any; and

 

(viii)any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Plan Administrator may determine;

 

(c)establish the form or forms of the Award Agreements;

 

(d)amend the terms of any Award Agreements, provided, however, that subject to the terms of the Plan, no amendment of an Award may, without the consent of the holder of such Award, adversely affect such Participant’s rights with respect to such Award in any material respect;

 

(e)determine whether and the extent to which any Performance Goals or other conditions applicable to the vesting of an Award have been satisfied or shall be waived or modified;

 

(f)cancel, amend, adjust or otherwise change any Award under such circumstances as the Plan Administrator may consider appropriate in accordance with the provisions of the Plan, including but not limited to:

 

10 -

(g)allowing non-Vested Awards to be treated as Vested upon termination of employment or service of a Participant, as to any or all of termination, death or Disability;

 

(h)providing that the Awards with respect to certain classes, types or groups of Participants will have different, forfeiture, termination, continuation or other terms than other classes, types or groups of Participants;

 

(i)providing for the continuation of any Award for such period which is not longer than 12 months from the Termination Date or 12 months from the date of death or Disability of the Participant, and upon such terms and conditions as are determined by the Plan Administrator in the event that a Participant ceases to be an Executive, Employee or Consultant, as the case may be;

 

(ii)providing that Vested Awards may be exercised for periods longer or different from those set forth in the Plan, subject to the applicable rules of the Exchange; and

 

(iii)setting any other terms for the exercise or termination of an Award upon termination of employment or service;

 

(i)construe and interpret the Plan and all Award Agreements;

 

(j)determine all questions arising in connection with the administration, interpretation and application of the Plan, including all questions relating to the Market Price of the Shares;

 

(k)determine the number of RSUs, DSUs or PSUs, as applicable, subject to any grant of an Award;

 

(l)determine the form of settlement of an Award, whether cash, Shares or a combination of cash and Shares;

 

(m)correct any defect, supply any information or reconcile any inconsistency in the Plan in such manner and to such extent as shall be deemed necessary or advisable to carry out the purposes of the Plan;

 

(n)determine the duration and purposes of leaves of absence from employment or engagement by the Corporation which may be granted to Participants without constituting a termination of employment or engagement for purposes of the Plan;

 

(o)authorize Persons to execute such documents and instruments as may be necessary to carry out the purposes of the Plan and grants of Awards from time to time hereunder;

 

(p)prescribe, amend, and rescind rules and regulations relating to the administration of the Plan; and

 

(q)make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan.

 

3.2Delegation to Committee

 

(a)The initial Plan Administrator shall be the Board.

 

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(b)To the extent permitted by Applicable Law, the Board may, from time to time, delegate to a committee of the Corporation (the “Committee”), consisting of not less than two of its members, all or any of the powers conferred on the Plan Administrator pursuant to the Plan, including the power to sub-delegate to any specified Directors or Officers all or any of the powers delegated by the Board. From time to time, the Board may increase the size of the Committee and appoint additional members, remove members (with or without cause) and appoint new members in their place, fill vacancies however caused, or remove all members of the Committee and thereafter directly administer the Plan.

 

(c)In the event the Board delegates to the Committee all or any of the powers conferred on the Plan Administrator pursuant to the Plan, the Committee or any sub-delegate will exercise the powers delegated to it in the manner and on the terms authorized by the delegating party. Any decision made or action taken by the Committee or any sub- delegate arising out of or in connection with the administration or interpretation of the Plan in this context is final and conclusive and binding on the Corporation and all affiliates of the Corporation, all Participants and all other Persons.

 

3.3Determinations Binding

 

Any decision made or action taken by the Board, the Committee or any sub-delegate to whom authority has been delegated pursuant to Section 3.2 arising out of or in connection with the administration interpretation of the Plan is final, conclusive and binding on all affected Persons, including the Corporation and any of its Subsidiaries, the affected Participants and their Personal Representatives, any shareholder of the Corporation and all other Persons.

 

3.4Eligibility

 

Subject to the discretion of the Plan Administrator, all Executives, Employees and Consultants are eligible to participate in the Plan. Notwithstanding the foregoing and any other provision of the Plan, no Person who performs Investor Relations Activities on behalf of the Corporation or a Subsidiary of the Corporation shall be a Participant. Participation in the Plan is voluntary and eligibility to participate does not confer upon any Executive, Employee or Consultant any right to receive any grant of an Award pursuant to the Plan. In addition, in order to be eligible to receive Awards, in the case of Employees and Consultants, the Award Agreement to which they are a party must contain a representation of the Corporation and of such Employee or Consultant, as the case may be, that such Employee or Consultant is a bona fide Employee or Consultant of the Corporation or a Subsidiary of the Corporation, as the case may be.

 

3.5Board Requirements

 

Any Award granted under the Plan shall be subject to the requirement that, if at any time the Corporation shall determine that the listing, registration or qualification of the Shares issuable pursuant to such Award upon any securities exchange or under any Applicable Laws of any jurisdiction, or the consent or approval of the Exchange and any securities commissions or similar securities regulatory bodies having Jurisdiction over the Corporation is necessary as a condition of, or in connection with, the grant or exercise of such Award or the issuance or purchase of Shares thereunder, such Award may not be accepted or exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained on conditions acceptable to the Board. Nothing herein shall be deemed to require the Corporation to apply for or to obtain such listing, registration, qualification, consent or approval. Participants shall, to the extent applicable, cooperate with the Corporation in complying with such legislation, rules, regulations and policies.

 

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3.6Liability Limitation and Indemnification

 

No member of the Board or the Committee shall be liable for any action or determination taken or made in good faith in the administration, interpretation, construction or application of the Plan or any Award Agreement or any Award granted hereunder.

 

3.7Total Shares Subject to Awards

 

Subject to adjustment pursuant to Article 8, the number of Shares hereby reserved for issuance to Participants under the Plan shall not exceed 4,933,527 Shares of the Company unless approved by disinterested shareholders of the Corporation at a duly held meeting but shall not exceed 10% of the issued at outstanding as at the date of such approval, and by the Exchange on which the Shares are then listed. Any Shares subject to an Award which has been granted under the Plan and which has been settled in cash, cancelled, terminated, surrendered, forfeited or expired without having been settled through the issuance of Shares as provided for in the Plan shall again be available under the Plan. To the extent that any Share Units that may be paid out in cash or Shares or a combination thereof are paid out in cash, then the Shares that were potentially issuable in respect of such Awards shall again be available under the Plan. For greater certainty, any Awards which may only be paid out in cash shall not be subject to this Section 3.7.

 

3.8Limits on Awards

 

Notwithstanding anything in the Plan, if the Corporation is listed on the TSXV, the following limitations shall apply to the Plan and all Awards thereunder so long as such limitations are required by the TSXV:

 

(a)unless disinterested Shareholder Approval is obtained in accordance with the policies of the TSXV (or unless permitted otherwise by the policies of the TSXV):

 

(i)the maximum number of Shares that may be issued to any one Participant (and where permitted pursuant to the policies of the TSXV, any Company that is wholly- owned by the Participant) under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12- month period, may not exceed 5% of the issued Shares calculated on the Date of Grant;

 

(ii)the maximum number of Shares that may be issued to Insiders (as a group) under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12-month period, may not exceed 10% of the issued Shares calculated on the Date of Grant; and

 

(iii)the maximum number of Shares that may be issued to Insiders (as a group) under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, may not exceed 10% of the issued Shares at any time;

 

(b)the maximum number of Shares that may be issued to any one Consultant under the Plan, together with all of the Corporation’s other Security Based Compensation Arrangements, within a 12-month period, may not exceed 2% of the issued Shares calculated on the Date of Grant;

 

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(c)no Awards may be granted under the Plan to Persons retained to provide Investor Relations Activities on behalf of the Corporation or a Subsidiary of the Corporation; and

 

(d)any Awards granted to a Participant who ceases to be a Participant under the Plan for any reason whatsoever, shall terminate at a date no later than 12 months from the date such Participant ceases to be a Participant under the Plan.

 

3.9Award Agreements

 

Each Award under the Plan will be evidenced by an Award Agreement. Each Award Agreement will be subject to the applicable provisions of the Plan and will contain such provisions as are required by the Plan and any other provisions that the Plan Administrator may direct.

 

3.10Non-transferability of Awards

 

Except to the extent that certain rights may pass to a beneficiary or a Personal Representative upon death of a Participant by will or as required by law, no Award is assignable or transferable.

 

3.11Resale Restrictions

 

Any Shares issued by the Corporation upon exercise or settlement of an Award are subject to any resale and trading restrictions in effect pursuant to Applicable Laws and the policies of the Exchange, and the Corporation shall be entitled to place any restriction or legend on any certificates representing such Shares accordingly.

 

ARTICLE 4
SHARE UNITS

 

4.1Granting of Share Units

 

The Plan Administrator may, from time to time, subject to Corporate Policies, the provisions of the Plan and such other terms and conditions as the Plan Administrator may grant Share Units to any Participant, and in doing so, may, without limitation, in its discretion, (a) designate the Participants who may receive Share Units under the Plan, (b) fix the number and type of Share Units, if any, to be granted to each Participant and the date or dates on which such Share Units shall be granted, (c) determine the relevant conditions and vesting provisions (including Performance Goals, if any, and the Performance Period) in respect of any Share Units, and (d) determine the vesting schedule of the Share Units.

 

4.2Share Unit Account

 

All Share Units received by a Participant shall be credited to an account maintained for the Participant on the books of the Corporation as of the Date of Grant. The terms and conditions of each Share Unit grant shall be evidenced by an Award Agreement.

 

4.3Vesting of Share Units

 

(a)For each Share Unit grant, subject to Corporate Policies and the provisions of the Plan, the Plan Administrator shall establish, as applicable, the vesting schedule, the Performance Period, the Performance Goals and other vesting conditions which must be met in order for the Share Units to be deemed Vested.

 

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(b)Notwithstanding Section 4.3(a), the Vesting Date of a Share Unit shall not be prior to the first anniversary of the Date of Grant, other than in the event a Participant ceases to be a Participant due to death of the Participant or in connection with a Change in Control, as set out more particularly in Sections 7.3 and 8.1, respectively.

 

4.4Settlement of Vested Share Units

 

Subject to Section 6.2 and Article 7, on or within 60 days following the Vesting Date of a Share Unit, unless otherwise determined by the Plan Administrator or specified in the applicable Award Agreement, and in any event no later than three years following the end of the year of the Date of Grant (the “Share Unit Settlement Date”), or such other shorter term as may be required in respect of an Award so that such Award does not constitute a “salary deferral arrangement” as defined in Section 248(1) of the Tax Act, the Corporation shall settle each Vested Share Unit by any of the following methods or by a combination of such methods as determined by the Plan Administrator in its discretion, subject to any necessary Exchange approvals:

 

(a)issuing the Participant one (1) fully paid and non-assessable Share from treasury for each Vested Share Unit and delivering a share certificate to the Participant representing the amount thereof (or in the case of Shares issued in uncertificated form, causing the issuance of the aggregate number of Shares as the Participant shall then be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation maintained by the transfer agent and registrar of the Corporation); or

 

(b)making a cash payment to the Participant, which shall be calculated by multiplying the number of Vested Share Units to be redeemed for cash by the Market Price Per Share as at the Share Unit Settlement Date, net of applicable withholding taxes. Cash payment may be made through the Corporation’s payroll in the pay period that the Share Unit Settlement Date falls within.

 

For greater certainty, nothing in this Section 4.4 shall cause Share Units which have not Vested to vest by the Share Unit Settlement Date if such Share Units would not have otherwise Vested pursuant to the terms of the Award Agreement or the Plan Administrator’s determinations.

 

A holder of Share Units shall not have any right to demand, to be paid in, or receive any specific allocation of Shares or a cash payment in respect of a Vested Share Unit at any time. Notwithstanding any allocation by the Plan Administrator to settle Vested Share Units, or a portion thereof, in Shares or make a cash payment therefore, the Corporation reserves the right to change its allocation in respect thereof at any time up until payment is actually made, and the holder of such Vested Share Units shall not have the right, at any time to enforce settlement as to the allocation of Shares or cash payment.

 

The Share Units in respect of which Shares are issued or a cash payment is made shall be cancelled and no further issuances or payments shall be made to the Participant under the Plan in relation to such Share Units.

 

ARTICLE 5
DEFERRED SHARE UNITS

 

5.1Granting of DSUs to Directors for Director Fees

 

(a)Subject to Corporate Policies, the Board may fix from time to time a portion of the Director Fees that is to be payable in the form of DSUs. In addition, each Electing Person is given, subject to the conditions stated herein, the right to elect in accordance with Section 5.1(b) to participate in the grant of additional DSUs pursuant to this Section 5.1. The Board shall have the right, in its sole discretion, to accept or reject such request, in whole or in part, which acceptance or rejection shall be binding on the Electing Person for the applicable year. An Electing Person who elects to participate in the grant of additional DSUs pursuant to this Article 5.1 and whose request is accepted by the Board shall receive their accepted Elected Amount in the form of DSUs in lieu of cash. The “Elected Amount” shall be an amount, as elected by the Director, in accordance with applicable tax law, between 0% and 100% of any Director Fees that are otherwise intended to be paid in cash (the “Cash Fees”).

 

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(b)Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in the form as provided by the Corporation (the “Election Notice”) with the Chief Financial Officer of the Corporation:

 

(c)(i) in the case of an existing Electing Person, by the end of the fiscal year preceding the fiscal year to which such election is to apply; and (ii) in the case of a newly appointed Electing Person, within 30 days of such appointment with respect to compensation paid for services to be performed after such date. If no election is made within the foregoing time frames, or if the Corporation rejects the election request in its entirety, the Electing Person shall be paid the entire amount of his or her Elected Amount in cash.

 

(d)The number of DSUs (including fractional DSUs) granted to an Electing Person at any particular time pursuant to this Section 5.1 will be calculated by dividing (a) the amount of any Director Fees that are to be paid in DSUs (including any Elected Amount), by (b) the Market Price of a Share on the Date of Grant.

 

5.2Granting of DSUs to Participants

 

In addition to DSUs granted pursuant to Section 5.1, the Plan Administrator may, from time to time, subject to Corporate Policies, the provisions of the Plan and such other terms and conditions as the Plan Administrator may determine, grant DSUs to any Participant, and, in doing so, may, without limitation, in its discretion, (a) designate the Participants who may receive DSUs under the Plan, (b) fix the number of DSUs, if any, to be granted to each Participant and the date or dates on which such DSUs shall be granted, (c) determine the relevant conditions and vesting provisions (including Performance Goals, if any, and the Performance Period), and (d) the vesting schedule of the DSUs.

 

5.3DSU Account

 

All DSUs received by a Participant (which, for greater certainty includes Electing Persons) shall be credited to an account maintained for the Participant on the books of the Corporation, as of the Date of Grant. The terms and conditions of each DSU grant shall be evidenced by an Award Agreement.

 

5.4Vesting of DSUs

 

The Vesting Date of a DSU shall not be prior to the first anniversary of the Date of Grant, other than:

 

(a)in the event a Participant ceases to be a Participant due to death of the Participant as set out in Section; and

 

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(b)in the event a Participant ceases to be a Participant in connection with a Change in Control, as set out more particularly in Section 8.1.

 

5.5Settlement of Vested DSUs

 

(a)Subject to Section 6.2 and Article 7, each Vested DSU shall be settled on the date established in the Award Agreement; provided, however that in no event shall a DSU Award be settled:

 

(i)prior to the Participant Service Separation Date; or

 

(ii)later than 12 months following the Participant Service Separation Date.

 

If the Award Agreement does not establish a date for the settlement of the DSUs, then the settlement date shall be the Participant Service Separation Date (the “DSU Settlement Date”).

 

(b)On the DSU Settlement Date, the Corporation shall settle each Vested DSU by any of the following methods or by a combination of such methods as determined by the Plan Administrator in its discretion (subject to any necessary Exchange approvals):

 

(i)issuing the Participant one (1) fully paid and non-assessable Share from treasury for each Vested DSU and delivering a Share certificate to the Participant representing the amount thereof (or in the case of Shares issued in uncertificated form, causing the issuance of the aggregate number of Shares as the Participant shall then be entitled to receive to be evidenced by a book position on the register of the shareholders of the Corporation maintained by the transfer agent and registrar of the Corporation); or

 

(ii)making a cash payment to the Participant, which shall be calculated by multiplying the number of Vested DSUs to be redeemed for cash by the Market Price Per Share as at the DSU Settlement Date, net of any applicable withholding taxes. Cash payment may be made through the Corporation’s payroll in the pay period that the DSU Settlement Date falls within or via cheque.

 

A holder of DSUs shall not have any right to demand, to be paid in or receive any specific allocation of Shares or a cash payment in respect of a Vested DSU at any time. Notwithstanding any allocation by the Plan Administrator to settle Vested DSUs, or portion thereof, in Shares or make a cash payment therefore, the Corporation reserves the right to change its allocation in respect thereof at any time up until payment is actually made, and the holder of such Vested DSUs shall not have the right at any time to enforce settlement as to the allocation of Shares or cash payment.

 

The DSUs in respect of which Shares are issued or a cash payment is made shall be cancelled, and no further issuances or payments shall be made to the Participant under the Plan in relation to such DSUs.

 

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ARTICLE 6
ADDITIONAL AWARD TERMS

 

6.1Dividend Equivalents

 

(a)Subject to the terms and conditions of the Plan, the Plan Administrator, may, in its discretion, credit outstanding Share Units and DSUs with dividend equivalents in the form of additional Share Units and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Such dividend equivalents shall be computed by dividing: (a) the amount obtained by multiplying the amount of the dividend declared and paid per Share by the number of Share Units and DSUs, as applicable, held by the Participant on the record date for the payment of such dividend, by (b) the Market Price at the close of the first Business Day immediately following the dividend record date, with fractions computed to three decimal places. Dividend equivalents credited to a Participant’s accounts shall vest in proportion to the Share Units and DSUs to which they relate, and shall be settled in accordance with Sections 4.4 and 5.5, respectively. Where the proposed issuance of Shares by the Corporation would result in the limits contained in Sections 3.8 or 3.9 being exceeded, the dividend equivalents which have vested in proportion to the Share Units and DSUs to which they relate shall instead be settled in cash in accordance with Sections 4.4(b) and 5.5(b)(ii), respectively.

 

(b)The foregoing does not obligate the Corporation to declare or pay dividends on Shares, and nothing in the Plan shall be interpreted as creating such an obligation.

 

6.2Black-Out Period

 

If a settlement date for an Award occurs during the Black-Out period, then, notwithstanding any other provision of the Plan, the Award shall be settled no more than ten Business Days after the date the Black- Out is lifted by the Corporation, unless the delayed expiration would result in tax penalties or the Participant or the Corporation is subject to a cease trade order in respect of the Corporation’s securities.

 

6.3Withholding Taxes

 

The granting, vesting or settlement of each Award under the Plan is subject to the condition that if at any time the Plan Administrator determines, in its discretion, that the satisfaction of withholding tax or other withholding liabilities is necessary or desirable in respect of such grant, vesting or settlement, such action is not effective unless such withholding has been effected to the satisfaction of the Plan Administrator. In such circumstances, the Plan Administrator may require that a Participant pay to the Corporation the minimum amount as the Corporation or a Subsidiary of the Corporation is obliged to remit to the relevant taxing authority in respect of the granting, vesting or settlement of the Award. Any such additional payment is due no later than the date on which such amount with respect to the Award is required to be remitted to the relevant tax authority by the Corporation or a Subsidiary of the Corporation, as the case may be. Alternatively, and subject to any requirements or limitations under applicable law, the Corporation may (a) withhold such amount from any remuneration or other amount payable by the Corporation or a Subsidiary of the Corporation to the Participant, (b) require the sale of a number of Shares issued upon exercise, vesting or settlement of such Award and the remittance to the Corporation of the net proceeds from such sale sufficient to satisfy such amount or (c) enter into any other suitable arrangements for the receipt of such amount. For greater certainty, the application of this Section 6.3 to any granting, vesting or settlement of an Award shall not conflict with the policies of the Exchange that are in effect at the relevant time and the Corporation will obtain prior Exchange acceptance and/or shareholder approval of any application of this Section 6.3 if required pursuant to such policies.

 

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Participants (or their beneficiaries) shall be responsible for all taxes with respect to any Awards granted under the Plan, whether arising as a result of the grant or payment in respect of the Award or otherwise. The Corporation, the Plan Administrator and the Board make no guarantees to any Person regarding the tax treatment of an Award or issuances of Shares or cash payments made under the Plan and none of the Corporation, the Board, the Plan Administrator or any of the Executives, Employees, Consultants, agents, advisors or representatives of the Corporation or the Subsidiary of the Corporation shall have any liability to a Participant with respect thereto.

 

6.4Compliance with the Tax Act

 

The terms and conditions applicable to any Award (or portion thereof) granted to a Participant who is subject to taxation under the Tax Act are intended to comply with the Tax Act. Without limiting the foregoing,

 

(a)the terms of any such Award (or portion thereof) permitting the deferral of payment or other settlement thereof shall be subject to such requirements and shall be administered in such manner as the Plan Administrator may determine to be necessary or appropriate to comply with the applicable provisions of the Tax Act; and

 

(b)any elections allowed to be exercised by a Participant shall be deemed to be void or shall be deemed amended or altered so as not to cause the Award to be considered a “salary deferral arrangement” under the Tax Act, as defined in Section 248(1) of the Tax Act, or create adverse tax consequences under the Tax Act.

 

6.5Recoupment

 

Notwithstanding any other terms of the Plan, Awards may be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any clawback, recoupment or similar policy adopted by the Corporation or a Subsidiary of the Corporation and in effect at the Date of Grant of the Award, or as otherwise required by law or the rules of the Exchange. The Plan Administrator may at any time waive the application of this Section 6.5 to any Participant or category of Participants.

 

6.6No Other Benefit

 

(a)No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the price of a Share or the value of any Award granted, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose.

 

(b)The Corporation makes no representations or warranties to Participants with respect to the Plan or any Awards whatsoever. Participants are expressly advised that the value of any Awards issued pursuant to the Plan will fluctuate as the trading price of the Shares fluctuates.

 

(c)In seeking the benefits of participation in the Plan, the Participant shall exclusively accept all risks associated with a decline in the trading price of the Shares and all other risks associated with the holding of any Awards.

 

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ARTICLE 7
TERMINATION OF EMPLOYMENT OR SERVICES

 

7.1Termination of Participant

 

Subject to Article 8 and unless otherwise determined by the Plan Administrator or as set forth in an Award Agreement:

 

(a)where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation for Cause, then each Award held by the Participant that has not Vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date. The Plan Administrator, in its discretion, shall determine the effect of all matters and questions relating to whether a Participant has been discharged for Cause. In addition, where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation for Cause, the Plan Administrator may, in its discretion, determine that all Awards held by the Participant that have Vested as of the Termination Date shall immediately become forfeited, cancelled, null and void, failing which, all Awards held by the Participant that have Vested as of the Termination Date shall be settled in accordance with Sections 4.4 and 5.5, as applicable, at any time during the period that terminates on the earlier of: (i) a date determined by the Plan Administrator in its discretion; and (ii) the first anniversary of the Termination Date. Any Award that remains unexercised shall be immediately forfeited upon the termination of such period;

 

(b)where a Participant ceases to hold office or his or her position, as applicable, by reason of voluntary resignation by the Participant, then each Award held by the Participant that has not Vested as of the Termination Date is immediately forfeited and cancelled as of the Termination Date. All Awards held by the Participant that have Vested as of the Termination Date shall be settled in accordance with Sections 4.4 and 5.5, as applicable, at any time during the period that terminates on the earlier of: (i) a date determined by the Plan Administrator in its discretion; and (ii) the first anniversary of the Termination Date. Any Award that remains unexercised shall be immediately forfeited upon the termination of such period;

 

(c)where a Participant’s employment or services are terminated by the Corporation or a Subsidiary of the Corporation without Cause (whether such termination occurs with or without any or adequate reasonable notice, or with or without any or adequate compensation in lieu of such reasonable notice);

 

(d)a portion of any Awards held by the Participant that are not yet Vested shall immediately vest, with such portion to be equal to the number of unvested Awards multiplied by a fraction the numerator of which is the number of days between the Date of Grant and the Termination Date and the denominator of which is the number of days between the Date of Grant and the date the unvested Awards were originally scheduled to vest. For clarity and by way of example, if a Participant’s employment is terminated 400 days following the Date of Grant and unvested Awards were originally scheduled to vest 600 days from the Date of Grant, two-thirds of the unvested Awards will immediately vest;

 

(i)any Awards held by the Participant that are not yet Vested at the Termination Date shall be immediately forfeited to the Corporation; and

 

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(ii)any Awards held by the Participant that have Vested as of the Termination Date or Vested shall be settled in accordance with Sections 4.4 and 5.5, as applicable, at any time during the period that terminates on the earlier of: (i) a date determined by the Plan Administrator in its discretion; and (ii) the first anniversary of the Termination Date. Any Award that remains unexercised shall be immediately forfeited upon the termination of such period;

 

(e)notwithstanding that such date may be prior to the Termination Date, a Participant’s eligibility to receive further grants of Awards under the Plan ceases as of the date that: (i) the Corporation or a Subsidiary of the Corporation, as the case may be, provides the Participant with written notification that the Participant’s employment or services are terminated in the circumstances contemplated by this Section 7.1, or (ii) the Participant provides the Corporation or a Subsidiary of the Corporation, as the case may be, with written notification of the Participant’s voluntary resignation;

 

(f)unless the Plan Administrator, in its discretion, otherwise determines, at any time and from time to time, Awards shall not be affected by a change of employment agreement or arrangement, or directorship within or among the Corporation or a Subsidiary of the Corporation for so long as the Participant continues to be an Executive, Employee or Consultant, as applicable, of the Corporation or a Subsidiary of the Corporation.

 

7.2Leave of Absence

 

If a Participant is on sick leave or other bona fide leave of absence, such Participant shall continue to be deemed a “Participant” for the purposes of an outstanding Award during the period of such leave, provided that it does not exceed 90 days (or such longer period as may be determined by the Plan Administrator in its discretion). If the period of leave exceeds 90 days (or such longer period as may be determined by the Plan Administrator in its discretion), the relationship shall be deemed to have been terminated by the Participant voluntarily on the 91st day (or the first day immediately following any period of leave in excess of 90 days as approved by the Plan Administrator) of such leave, unless the Participant’s right to reemployment or reengagement of services with the Corporation or a Subsidiary of the Corporation, as applicable, is guaranteed by statute or contract.

 

7.3Death or Disability

 

Where a Participant’s employment or services are terminated by reason of the death of the Participant or the Participant becomes Disabled, then each Award held by the Participant that has not Vested as of the date of the death or Disability, as applicable, of such Participant shall vest on such date, and be settled in accordance with Sections 4.4 and 5.5, as applicable, at any time during the period that terminates on the first anniversary of the date of the death or Disability of the Participant. Any Award that remains unexercised shall be immediately forfeited upon the termination of such period. A Participant’s eligibility to receive further grants of Awards under the Plan ceases as of the date of the death or Disability of the Participant.

 

7.4Discretion to Permit Acceleration

 

Notwithstanding the provisions of this Article 7, subject to Section 4.3(b) and Section 5.4 and any necessary Regulatory Approvals, the Plan Administrator may, in its discretion, at any time prior to, or following the events contemplated in Article 7, permit the acceleration of vesting of any or all Awards, should a Participant who dies or who ceases to be an eligible Participant under the Security Based Compensation Plan in connection with a change of control, take-over bid, RTO or other similar transaction then such Awards will be settled in accordance with Sections 4.4 and 5.5, as applicable.

 

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ARTICLE 8
EVENTS AFFECTING THE CORPORATION

 

8.1Change in Control

 

Except as may be set forth in an employment agreement or other written agreement between the Corporation or a Subsidiary of the Corporation and the Participant and subject to any necessary Regulatory Approvals:

 

(a)Unless determined otherwise by the Plan Administrator, if within 12 months following the completion of a transaction resulting in a Change in Control, (i) a Participant’s employment or directorship is terminated by the Corporation or a Subsidiary of the Corporation without Cause or (ii) a Participant resigns for Good Reason, without any action by the Plan Administrator, the vesting of all Awards held by such Participant shall immediately accelerate and vest on the date of such Participant’s termination or resignation for Good Reason and the Corporation shall settle such Awards in accordance with Section 4.4 and 5.5, as applicable, provided that in the event that any Awards are subject to the satisfaction of Performance Goals, then the vesting of such Awards shall accelerate and vest only to the extent that such Performance Goals have been satisfied, and further provided that if the Performance Goals are, in the Plan Administrator’s discretion, capable of being partially performed, then vesting shall be accelerated on a pro rata basis to reflect the degree to which such Performance Goals have been satisfied, as determined solely by the Plan Administrator.

 

(b)Notwithstanding Section 8.1(a), the Plan Administrator may, without the consent of any Participant, and subject to prior TSXV acceptance, as applicable, take such steps as it deems necessary or desirable in connection with a Change in Control, including, without limitation, to cause: (i) the conversion or exchange of any outstanding Awards into or for, rights or other securities of substantially equivalent value (or greater value), as determined by the Plan Administrator in its discretion, in any entity participating in or resulting from a Change in Control; (ii) outstanding Awards to vest and become realizable, or payable; (iii) restrictions applicable to an Award to lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Plan Administrator determines, terminate upon or immediately prior to the effectiveness of such Change in Control; (iv) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the settlement of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Plan Administrator determines in good faith that no amount would have been attained upon the settlement of such Award or realization of the Participant’s rights, then such Award may be terminated by the Corporation without payment); (v) the replacement of such Award with other rights or property selected by the Board in its discretion; or (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 8.1(a), the Plan Administrator will not be required to treat all Awards similarly in the transaction.

 

22 -

8.2Triggering Events

 

Subject to any necessary Regulatory Approvals and notwithstanding any other provisions of the Plan or any Award Agreement, the Plan Administrator may, without the consent of the Participant in question cause all or a portion of any of the Awards granted under the Plan to terminate upon the occurrence of a Triggering Event, provided that the Corporation must give written notice to the Participant in question not less than 10 days prior to the consummation of a Triggering Event so as to permit the Participant the opportunity to exercise the Vested portion of the Awards prior to such termination. Upon the giving of such notice and subject to any necessary Regulatory Approvals, all Awards or portions thereof granted under the Plan which the Corporation proposes to terminate shall become immediately exercisable notwithstanding any contingent vesting provision to which such Awards may have otherwise been subject.

 

8.3Reorganization of Corporation’s Capital

 

Should the Corporation effect a subdivision or consolidation of Shares or any similar capital reorganization or a payment of a stock dividend (other than a stock dividend that is in lieu of a cash dividend), or should any other change be made in the capitalization of the Corporation that does not constitute a Change in Control, or in the event of an amalgamation, combination, arrangement, merger or other transaction or reorganization involving the Corporation and occurring by exchange of Shares, by sale or lease of assets or otherwise, that does not constitute a Change in Control, that would warrant the amendment or replacement of any existing Awards in order to adjust the number of Shares that may be acquired on the vesting of outstanding Awards and/or the terms of any Award in order to preserve proportionately the rights and obligations of the Participants holding such Awards, the Plan Administrator may, subject to prior TSXV acceptance, authorize such steps to be taken as it may consider to be equitable and appropriate to that end, including, but not limited to, permitting the immediate vesting of any unvested Awards.

 

8.4Assumptions of Awards in Acquisitions

 

Notwithstanding any other provision of the Plan, in connection with a Reverse Takeover, a Change of Business, a Reorganization or an acquisition pursuant to Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets of the TSXV Manual, subject to prior TSXV acceptance, security based compensation of a target Company may be cancelled and replaced with substantially equivalent Awards under the Plan without shareholder approval, provided that: (a) the number of Shares issuable pursuant to the Awards (and their applicable exercise or subscription price) is adjusted in accordance with the share exchange ratio applicable to the particular transaction, regardless of whether the adjusted exercise price is below the current Market Price; and (b) any other applicable policies of the TSXV have been complied with.

 

8.5No Restriction on Action

 

The existence of the Plan and of any Awards granted hereunder shall not affect, limit or restrict in any way the right or power of the Corporation, the Board or the Corporation’s shareholders to make or authorize any adjustment, recapitalization, reorganization or other change in the Corporation’s capital structure or its business, or any amalgamation, combination, merger or consolidation involving the Corporation or to create or issue any bonds, debentures, shares or other securities of the Corporation or the rights and conditions attaching thereto or to affect the dissolution or liquidation of the Corporation or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar nature or otherwise. No Participant or any other Person shall have any claim against any member of the Committee or the Corporation or any Employees, Officers or agents of the Corporation as a result of any such action.

 

23 -

8.6Issue by Corporation of Additional Shares

 

Except as expressly provided in this Article 8, neither the issue by the Corporation of shares of any class or securities convertible into or exchangeable for shares of any class, nor the conversion or exchange of such shares or securities, affects, and no adjustment by reason thereof is to be made with respect to the number of Shares that may be acquired as a result of a grant of Awards.

 

8.7Fractions

 

No fractional Shares will be issued pursuant to an Award. Accordingly, if, as a result of any adjustment under this Article 8 or a dividend equivalent, a Participant would become entitled to a fractional Share, the Participant has the right to acquire only the adjusted number of full Shares (rounded down to the nearest whole number) and no payment or other adjustment will be made with respect to the fractional Shares, which shall be disregarded.

 

ARTICLE 9
AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN

 

9.1Amendment, Suspension, or Termination of the Plan

 

Subject to any Regulatory Approvals, including, where required, the approval of the TSXV, and to Section 9.2, the Plan Administrator may, from time to time, without notice to or approval of the Participants or of the shareholders of the Corporation, amend, modify, change, suspend or terminate the Plan or any Awards granted pursuant to the Plan as it, in its discretion, determines appropriate, provided, however, that, no such amendment, modification, change, suspension or termination of the Plan or any Awards granted hereunder may materially impair any rights of a Participant or materially increase any obligations of a Participant under the Plan without the consent of the Participant, unless the Plan Administrator determines such adjustment is required or desirable in order to comply with any Applicable Laws or Exchange requirements or as otherwise set out in the Plan.

 

9.2Shareholder Approval

 

Notwithstanding Section 9.1 and subject to any rules of the Exchange, if the Corporation is listed on the TSXV, the approval of shareholders of the Corporation shall be required for any amendment to the Plan except for the following:

 

(a)amendments to fix typographical errors; and

 

(b)amendments to clarify existing provisions of the Plan and which do not have the effect of altering the scope, nature and intent of such provisions.

 

ARTICLE 10
MISCELLANEOUS

 

10.1Legal Requirement

 

The Corporation is not obligated to grant any Awards, issue any Shares or other securities, make any payments or take any other action if, in the opinion of the Plan Administrator, in its discretion, such action would constitute a violation by a Participant or the Corporation of any provision of any applicable statutory or regulatory enactment of any government or government agency or the requirements of any Exchange upon which the Shares may then be listed.

 

24 -

10.2Rights of Participant

 

No Participant has any claim or right to be granted an Award and the granting of any Award is not to be construed as giving a Participant a right to remain as an Executive, Employee or Consultant of the Corporation or a Subsidiary of the Corporation. Neither the Participant nor such Participant’s Personal Representatives shall have any rights whatsoever as a shareholder of the Corporation in respect of Shares issuable pursuant to any Award until the allotment and issuance to such Participant or the liquidator, executor or administrator, as the case may be, of the estate of such Participant, of certificates representing such Shares (or in the case of Shares issued in uncertificated form, receipt of evidence of a book position on the register of the shareholders of the Corporation maintained by the transfer agent and registrar of the Corporation).

 

10.3Conflict

 

In the event of any conflict between the provisions of the Plan and the provisions of an Award Agreement, an employment agreement or another written agreement between the Corporation or a Subsidiary of the Corporation and a Participant, the provisions of the Plan shall govern.

 

10.4Anti-Hedging Policy

 

By accepting the Award, each Participant acknowledges that he or she is restricted from purchasing financial instruments such as prepaid variable forward contracts, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of Awards.

 

10.5No Guarantee of Tax Consequences

 

Neither the Plan Administrator nor the Corporation makes any commitment or guarantee that any specific tax treatment will apply or be available to the Participants.

 

10.6Participant Information

 

Each Participant shall provide the Corporation with all information (including personal information) required by the Corporation in order to administer the Plan. Each Participant acknowledges that information required by the Corporation in order to administer the Plan may be disclosed to any custodian appointed in respect of the Plan and other third parties, and may be disclosed to such Persons (including Persons located in jurisdictions other than the Participant’s jurisdiction of residence), in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Corporation to make such disclosure on the Participant’s behalf.

 

10.7Participation in the Plan

 

The participation of any Participant in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon such Participant any rights or privileges other than those rights and privileges expressly provided in the Plan. In particular, participation in the Plan does not constitute a condition of employment or engagement nor a commitment on the part of the Corporation to ensure the continued employment or engagement of such Participant.

 

10.8Successors and Assigns

 

The Plan shall be binding on all successors and assigns of the Corporation and its affiliates.

 

25 -

10.9Severability

 

The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision and any invalid or unenforceable provision shall be severed from the Plan.

 

10.10Notices

 

All written notices to be given by the Participant to the Corporation shall be delivered by (a) hand or courier, with all fees and postage prepaid, addressed using the information specified below, or designated otherwise by the Corporation in writing; or (b) email to the email address that the parties regularly use to correspond with one another or to any other email address specified by the Corporation in writing to the Participant:

 

F4 Uranium Corp.

Attention: Corporate Secretary

 

Such notices are, if delivered by hand or by courier, deemed to have been given by the sender and received by the addressee at the time of delivery. Any notice sent by email will be deemed to have been given by the sender and received by the addressee on the first Business Day after it was transmitted. Any notice given by either the Participant or the Corporation is not binding on the recipient thereof until received.

 

10.11Effective Date and Replacement

 

The Plan shall become effective upon the receipt of all required shareholder and regulatory approvals, being the Effective Date.

 

10.12Governing Law

 

The Plan and all matters to which reference is made herein shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

 

10.13Submission to Jurisdiction

 

The Corporation and each Participant irrevocably submits to the exclusive jurisdiction of the courts of competent jurisdiction in the Province of British Columbia in respect of any action or proceeding relating in any way to the Plan, including with respect to the grant of Awards and any issuance of Shares made in accordance with the Plan.

 

 

SCHEDULE “N”

 

Information Concerning F3 Post-Arrangement

 

(see attached)

75

 

SCHEDULE “N”

 

F3 URANIUM CORP. FOLLOWING THE ARRANGEMENT

 

CORPORATE STRUCTURE 3
Name, Address and incorporation 3
Intercorporate Relationships 3
DESCRIPTION OF THE BUSINESS 4
Description and General Development of the Business 4
Principal Operations 4
Specialized Skill and Knowledge 4
Competitive Conditions 4
Cycles 4
Economic Dependence 4
Environmental Protection 5
Employees 5
Social or Environmental Policies 5
Reorganizations 5
Significant Acquisitions 5
THREE YEAR HISTORY 6
May 2023 Private Placement 6
December 2022 Private Placement 7
December 2021 Private Placement 7
September 2021 Private Placement 7
May 2021 Private Placement 7
Clearwater West Option Agreement 8
Lazy Edward Bay and Hearty Bay Option Agreements 8
Director and Officer Appointments and Resignations 8
Name Change 8
Property Acquisitions 8
Recent Events  
Mineral Projects 9
DIVIDENDS OR DISTRIBUTIONS 9
MANAGEMENT’S DISCUSSION AND ANALYSIS 9
Outstanding Security Data 9
Additional Disclosure for Companies without Significant Revenue 9
DESCRIPTION OF THE F3 SECURITIES 9
New f3 Shares 9
F3 Options 10
F3 Warrants 10

N-1

 

CONSOLIDATED CAPITALIZATION 10
TRADING PRICE AND VOLUME OF F3 SHARES 11
Prior Sales 11
ESCROWED SECURITIES 12
PRINCIPAL SECURITYHOLDERS 12
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS 12
CONFLICTS OF INTEREST 13
DIRECTORS AND EXECUTIVE OFFICERS 13
EXECUTIVE COMPENSATION. 13
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS 13
AUDIT COMMITTEE 14
CORPORATE GOVERNANCE DISCLOSURE 14
RISK FACTORS 14
LEGAL PROCEEDINGS AND REGULATORY ACTIONS 25
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS 25
AUDITORS, TRANSFER AGENT AND REGISTRAR 26
MATERIAL CONTRACTS 26
EXPERTS 26
OTHER MATERIAL FACTS 27
FINANCIAL STATEMENTS 27
EXHIBIT I INFORMATION CONCERNING THE DIXIE PROJECT 28

N-2

 

The following information is provided on a post-Arrangement basis and contains significant amounts of forward-looking information. Readers are cautioned that actual results may vary. See “Forward-Looking Information” in the Circular.

 

All capitalized terms not defined herein have the same meanings ascribed to them in the Circular.

 

CORPORATE STRUCTURE

 

(FLOW CHAT)

 

Name, Address and Incorporation

 

F3 was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013.

 

F3’s head office and registered office is located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

F3 is a reporting issuer or the equivalent under the securities legislation of British Columbia and Alberta.

 

Intercorporate Relationships

 

Prior to the Arrangement, F3 will incorporate F4, under the CBCA, as a new wholly-owned subsidiary.

 

The chart above depicts the updated corporate structure of F3, together with the jurisdiction of incorporation of F3’s subsidiaries, on a post-Arrangement basis.

N-3

 

DESCRIPTION OF THE BUSINESS

 

Description and General Development of the Business

 

Overview

 

Following the Arrangement, F3 will continue as a mineral exploration company. F3’s principal exploration and evaluation assets will include the Patterson Lake North Property along with the Broach and Minto Properties (the “PLN Project”).

 

Following the Arrangement, F3’s near-term focus will continue to be to explore and develop the PLN Project. To date, F3 has not earned any revenues from its mineral property interests and is considered to be in the exploration stage.

 

Principal Operations

 

F3 is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in Saskatchewan’s Athabasca Basin.

 

Specialized Skill and Knowledge

 

Various aspects of F3’s business require specialized skills and knowledge. Such skills and knowledge include, but are not limited to, expertise related to mineral exploration, geology, drilling, permitting, metallurgy, logistical planning, and implementation of exploration programs, as well as legal compliance, finance and accounting. F3 expects to rely upon various legal and financial advisors, consultants and others in the operation and management of its business.

 

Competitive Conditions

 

The uranium exploration and mining business is competitive in all phases of exploration, development and production. F3 competes with a number of other entities and individuals in the search for and the acquisition of attractive mineral properties. As a result of this competition, the F3 may not be able to acquire attractive properties in the future on terms it considers acceptable. F3 may also encounter competition from other mining companies in efforts to hire experienced mining professionals. Increased competition could adversely affect F3’s ability to attract necessary funding or acquire suitable properties or prospects for mineral exploration in the future. Exploration for uranium is being carried out on various continents, but in recent years development activities by public companies have been generally concentrated in Canada, Africa and Australia. In Canada, exploration has focused on the Athabasca Basin region in northern Saskatchewan. Several uranium discoveries have been made in the Athabasca Basin region in recent years, and competition for capital, high-quality properties and professional staff can be intense.

 

Cycles

 

F3’s mineral exploration activities may be subject to seasonality due to adverse weather conditions including, without limitation, inclement weather, frozen ground and restricted access due to snow, ice or other weather-related factors. In addition, the mining and mineral exploration business is subject to global economic cycles effecting, among other things, the marketability and price of uranium products in the global marketplace.

 

Economic Dependence

 

F3’s business is not dependent on any contract to sell the major part of its products or services or to purchase the major part of its requirements for goods, services or raw materials, or on any franchise or license or other agreement to use a patent, formula, trade secret, process or trade name upon which its business depends.

N-4

 

Environmental Protection

 

F3 is currently engaged in exploration activities on its PLN Project and such activities are subject to various laws, rules and regulations governing the protection of the environment. Corporate obligations to protect the environment under the various regulatory regimes in which F3 operates may affect the financial position, operational performance and earnings of F3. A breach of such legislation may result in imposition of fines and penalties. Management believes all of F3’s activities are in material compliance with all applicable environmental legislation.

 

Employees

 

At the date of the Circular, F3 has 18 employees. F3 engages reputable consulting firms from time to time for technical and environmental services as required to assist in evaluating its interest, recommending and conducting work programs and for administration and management.

 

Social or Environmental Policies

 

F3 is committed to conducting its operations in accordance with sound social and environmental practices. At present, the scale of operations has not required the adoption of formal policies. F3 will re-evaluate this position if and when necessary.

 

F3’s operations are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation provides for restrictions and prohibitions of spills, releases or emissions of various substances related to mining industry operations, which could result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require submissions to and approval of environmental impact assessments. Environmental legislation is evolving, which means stricter standards and enforcement, and fines and penalties for non- compliance are becoming more stringent. Environmental assessment of proposed projects carries a heightened degree of responsibility for companies and directors, officers and employees. There is no assurance that future changes in environmental regulation, if any, will not adversely affect F3’s operations, including its capital expenditures and competitive position.

 

Reorganizations

 

Except as described herein, F3 has not completed a material reorganization of itself or any of its subsidiaries within the past three years.

 

Prior to the closing of the Arrangement, F3 expects to complete a reorganization, whereby the following will occur:

 

1.F3 will incorporate F4 as a wholly-owned subsidiary of F3 (this step was completed on February 13, 2024);

 

2.F3 will enter into the Arrangement Agreement between F3 and F4 (this step was completed on June 4, 2024);

 

3.F3 will transfer the F4 Properties to F4 in exchange for the F4 Shares, which will be distributed to the Shareholders in accordance with the Arrangement (this step is expected to be completed on or about August 15, 2024).

 

Significant Acquisitions

 

F3 has not completed a significant acquisition since the beginning of the most recently completed financial year for which financial statements are included in this Circular.

N-5

 

THREE YEAR HISTORY

 

May 2024 Private Placement

 

On May 30, 2024, F3 announced the closing of a bought deal private placement (the “May 2024 Brokered Private Placement”) for aggregate gross proceeds of $10 million. Under the May 2024 Brokered Private Placement, F3 sold 7,409,908 federal flow-through units of F3 (the “FFT Units”) at price of $0.5355 per FFT Unit and 10,447,235 Saskatchewan flow-through units of F3 (the “SFT Units”, and together with the FFT Units, the “FT Units”) at a price of $0.5845 per SFT Unit, for an aggregate of 17,857,143 FT Units at a blended price of $0.5642 per FT Unit on a “bought deal” basis. Each FT Unit consisted of one common share of F3 issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one half of one common share purchase warrant. Each whole warrant shall entitle the holder to purchase one F3 Share at a price of $0.56 at any time on or before May 30, 2026.

 

A total of 8,928,571 FT Units under the May 2024 Brokered Private Placement, representing gross proceeds of C$ 4,999,999.74, were offered by way of the “listed issuer financing” exemption under Part 5A under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada with the exception of Quebec (the “Selling Jurisdictions”). The common shares issuable pursuant to the to the sale of these FT Units are immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The remaining 8,928,572 FT Units sold under the May 2024 Brokered Private Placement were offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Selling Jurisdictions. The common shares issuable from the sale of such FT Units are subject to a hold period in Canada ending on October 1, 2024.

 

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters that included Canaccord Genuity Corp., Haywood Securities Inc., SCP Resource Finance LP and Eight Capital (collectively, the “Underwriters”). F3 issued to the Underwriters a total of 957,589 broker warrants, with each broker warrant entitling the holder to purchase one F3 Share at a price of $0.56 at any time on or before May 30, 2026.

 

October 2023 Convertible Debenture Financing

 

On October 18, 2023, F3 announced that it had completed a financing (the “October 2023 Convertible Debenture Financing”) with Denison Mines Corp. (“Denison”) for a $15 million strategic investment by Denison with the acquisition of unsecured convertible debentures issued by F3. The debentures are convertible at a conversion price of $0.56. Assuming conversion of the debentures and no other changes to F3’s outstanding share capital, shares issued would represent approximately 6% of F3.

 

September 2023 Private Placement

 

On September 12, 2023 F3 completed a bought deal private placement (the “September 2023 Brokered Private Placement”) for aggregate gross proceeds of $20 million. Under the offering F3 sold 41,237,113 flow-through units of F3, which included the full exercise of the Underwriters’ over-allotment option, at a price of $0.485 per flow-through unit. Each flow-through unit consisted of one common share of F3 issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one half of one F3 Share purchase warrant. Each whole warrant shall entitle the holder to purchase one common share at a price of $0.485 per warrant share at any time on or before September 12, 2025.

 

May 2023 Private Placement

 

On May 26, 2023, F3 announced the closing of a bought deal private placement (the “May 2023 Brokered Private Placement”) and concurrent non-brokered private placement (the “May 2023 Non-Brokered Private Placement”) for aggregate total proceeds of $12 million. Collectively, F3 sold 25,431,915 flow- through units of F3 at a price of $0.47 per flow-through unit. Each flow-through unit consisted of one common share of F3 issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one half of one common share purchase warrant. Each whole warrant shall entitle the holder to purchase one F3 Share at a price of $0.47 at any time on or before May 26, 2026.

N-6

 

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters that included Haywood Securities Inc., Sprott Capital Partners and Eight Capital Corp (collectively, the “Underwriters”). F3 issued to the Underwriters a total of 1,260,638 broker warrants, with each broker warrant entitling the holder to purchase one F3 Share at a price of $0.35 at any time on or before May 26, 2025.

 

December 2022 Private Placement

 

On December 21, 2022, F3 announced that it had closed a brokered private placement led by Red Cloud Securities Inc. on behalf of a syndicate of investment dealers that included Haywood Securities Inc. and Sprott Capital Partners. F3 sold 19,047,619 charitable flow-through common shares of F3 at a price of $0.42 per flow-through share for gross proceeds of $8,000,000, which included a full exercise of the over allotment option. The flow-through shares were sold by way of the listed issuer financing exemption under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada with the exception of Quebec.

 

December 2021 Private Placement

 

On December 22, 2021, F3 announced that it had closed a best efforts private placement for gross proceeds of $8,587,353 from the sale of 17,043,642 units of F3 at a price of $0.21 per unit, 16,373,732 flow-through units of F3 at a price of $0.23 per flow-through unit and 4,283,552 flow-through units to be sold to charitable buyers at a price of $0.29. Each unit was comprised of one common share of F3 and one common share purchase warrant. Each flow-through unit was comprised of one common share to be issued as a “flow- through share” within the meaning of the Income Tax Act (Canada) and one half of one warrant. Each whole warrant entitled the holder to purchase one common share of F3 at a price of $0.26 at any time on or before December 22, 2023.

 

Red Cloud Securities Inc. acted as sole agent and bookrunner. F3 issued to Red Cloud Securities Inc. 1,152,093 broker warrants where each warrant entitled the holder thereof to purchase one F3 Share at a price of $0.21 at any time on or before December 22, 2023.

 

September 2021 Private Placement

 

On September 29, 2021, F3 announced that it had closed a private placement for gross proceeds of $8,000,026 from the sale of 24,690,038 units at a price of $0.18 per unit, 20,113,619 flow-through-units of F3 at a price of $0.145 per flow-through unit and 10,769,232 flow-through units to be sold to charitable buyers at a price of $0.174. Each unit comprised one common share of F3 and one half of one common share purchase warrant. Each flow through unit was comprised of one common share of F3 to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one half of one common share purchase warrant. Each whole warrant entitled the holder to purchase one common share of F3 at a price of $0.20 at any time on or before September 29, 2023.

 

Red Cloud Securities Inc. acted as sole agent and bookrunner. F3 issued 3,106,853 broker warrants to Red Cloud Securities Inc. where each warrant entitled the holder to purchase one common share in the capital of F3 at a price of $0.13 at any time on or before September 29, 2023.

 

May 2021 Private Placement

 

On May 5, 2021, F3 announced that it had completed a non-brokered private placement of 11,954,831 units at a price of $0.10 per unit for gross proceeds of $1,195,483. Each unit consisted of one common share of F3 and one half of one warrant, with each warrant entitling the holder to purchase one additional common share of F3 at a price of $0.15 per share for a period of 24 months from the date of closing.

N-7

 

Property Swap Agreement

 

On January 22, 2024, F3 announced that it had entered into a property swap agreement with CanAlaska Uranium Ltd. (“CanAlaska”), pursuant to which F3 will receive CanAlaska’s Patterson West Property in exchange for F3’s Hobo Lake Property. Both properties are located in or near the Athabasca Basin, Saskatchewan. The Patterson West Property mineral claims have been incorporated with the Broach Property such that it now comprises 17 claims with a total area of 19,023 ha.

 

Clearwater West Option Agreement

 

On May 26, 2023 F3 announced that it had entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR may acquire up to a 70% interest in the Clearwater West Property.

 

Lazy Edward Bay and Hearty Bay Option Agreements

 

On December 10, 2021, F3 announced that it had entered into two option agreements whereby Traction Uranium Inc. (formerly Traction Exploration Inc.) (“Traction”) may acquire up to a 70% interest in two properties located in Saskatchewan’s Athabasca Basin region involving the Hearty Bay Project, comprised of 6 mineral claims covering approximately 10,604 hectares, and the Lazy Edward Bay Project, comprised of 11 mineral claims covering approximately 1,828 hectares. On December 24, 2022, Traction terminated the option for the Lazy Edward Bay Project.

 

Director and Officer Appointments and Resignations

 

On September 26, 2023, F3 announced the appointment of Laurie Thomas to the Board of Directors.

 

On April 11, 2023, F3 announced the appointment of Raymond Ashley as President and Sam Hartmann as Vice President Exploration for F3.

 

On April 4, 2023, F3 announced the appointment of Raymond Ashley, John DeJoia and Terrence Osier to the board of directors of F3 (the “Board”).

 

On April 4, 2023, F3 announced that Nicky Grant and Christ Hilditch had resigned as directors of F3.

 

On February 14, 2023, F3 announced the appointment of Chris Hilditch to the Board.

 

On November 7, 2022, F3 announced that Steve Cochrane had resigned as a director of F3.

 

On August 3, 2022, F3 announced the appointment of Nicky Grant to the Board.

 

On October 19, 2021, F3 announced the appointment of Steven Cochrane to the Board.

 

On September 21, 2021, F3 announced that William Marsh had resigned as a director of F3.

 

On February 23, 2021, F3 announced that Ross McElroy had resigned as COO of F3.

 

Name Change

 

On January 27, 2023, F3 announced that it had received approval from the TSX-V to change its name from Fission 3.0 Corp. to F3 Uranium Corp.

 

Property Acquisitions

 

On November 15, 2021, F3 announced the addition of two new properties by staking in the Athabasca Basin region of Saskatchewan. The newly acquired properties, Grey Island and Flowerdew Lake, are both located in geologically prospective areas near the Athabasca Basin margins with the potential to host shallow high-grade uranium mineralization.

N-8

 

Mineral Projects

 

Following the Arrangement, the PLN Project will continue to be F3’s material property for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Please refer to Exhibit T1 to this Schedule for information on the PLN Project.

 

DIVIDENDS OR DISTRIBUTIONS

 

F3 has not, since the date of its incorporation, declared or paid any dividends or other distributions on its F3 Shares, and does not currently have a policy with respect to the payment of dividends or other distributions. F3 does not currently pay dividends and does not intend to pay dividends in the foreseeable future. The declaration and payment of any dividends in the future is at the discretion of the Board and will depend on numerous factors, including compliance with applicable laws, financial performance, working capital requirements of F3 and its subsidiaries and such other factors as its directors consider appropriate.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Please refer to Schedule “O” and Schedule “P” to this Circular for F3’s management discussion and analysis (“MD&A”) for the year ended June 30, 2023 and F3’s MD&A for the nine months ended March 31, 2024, respectively. The attached F3 MD&As should be read in conjunction with F3’s annual condensed financial statements for the year ended June 30, 2023 and the condensed interim consolidated financial statements for the three and nine month period ended March 31, 2024 and 2023, together with the notes thereto, which are also attached as Schedule “O” and Schedule “P” to this Circular, respectively.

 

Outstanding Security Data

 

As at the date of this Circular, there were:

 

493,352,709 F3 Shares issued and outstanding;

 

76,056,918 F3 Shares reserved for issuance pursuant to outstanding F3 Options and F3 RSUs; and

 

38,211,588 F3 Shares reserved for issuance pursuant to outstanding F3 Warrants;

 

Additional Disclosure for Companies without Significant Revenue

 

The financial statements included in Schedule “O” and Schedule “P” provide a breakdown of expenses incurred by F3 for the year ended June 30, 2023 and the three and nine month period ended March 31, 2024 and 2023, respectively.

 

DESCRIPTION OF THE F3 SECURITIES

 

New F3 Shares

 

Pursuant to the Arrangement, F3 Shareholders will exchange each F3 Share held for one New F3 Share and one-tenth of a F4 Share.

 

All of the New F3 Shares rank equally as to voting rights, participation in a distribution of the assets of F3 on a liquidation, dissolution or winding-up of F3 and entitlement to any dividends declared by F3. The holders of the New F3 Shares are entitled to receive notice of, and to attend and vote at, all meetings of shareholders (other than meetings at which only holders of another class or series of shares are entitled to vote). Each New F3 Shares carries the right to one vote. In the event of the liquidation, dissolution or winding-up of F3, or any other distribution of the assets of F3 among its shareholders for the purpose of winding-up its affairs, the holders of New F3 shares will be entitled to receive, on a pro rata basis, all of the assets remaining after the payment by F3 of all of its liabilities. The holders of New F3 Shares are entitled to receive dividends as and when declared by the Board in respect of the New F3 Shares on a pro rata basis. The New F3 Shares do not have pre-emptive rights, conversion rights or exchange rights and are not subject to redemption, retraction purchase for cancellation or surrender provisions. There are no sinking or purchase fund provisions, no provisions permitting or restricting the issuance of additional securities or any other material restrictions, and there are no provisions which are capable of requiring a security holder to contribute additional capital.

N-9

 

F3 Options

 

Following closing of the Arrangement, the F3 Option Plan will remain in effect, unamended. Pursuant to the Arrangement, each F3 Option then outstanding to acquire one F3 Share shall be transferred and exchanged for, (i) one F3 Replacement Option to acquire one New F3 Share having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of a New F3 Share at the Effective Time divided by the total of the fair market value of a new F3 Share and the fair market value of one-tenth of a F4 Share at the Effective Time, and (ii) one F4 Option to acquire one-tenth of a F4 Share, each whole F4 Option having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of one-tenth of a F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time.

 

The F3 Option Plan was most recently approved by Shareholders on November 20, 2023 and allows F3 to grant stock options to attract, retain and motivate qualified directors, officers, employees and consultants of F3 and its subsidiaries (collectively, the “Option Plan Participants”). The aggregate number of F3 Shares that may be issued under the option plan to Option Plan Participants will be that number of F3 Shares equal to 10% of the issued and outstanding F3 Shares on the particular date of grant of the F3 Option, inclusive of any outstanding F3 Options issued under a previous option plan.

 

F3 Warrants

 

Pursuant to the Arrangement, each outstanding F3 Warrant will be deemed to be amended to entitle the F3 Warrantholder to receive, upon due exercise of the F3 Warrant, for the original exercise price, (i) one New F3 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time, and (ii) one-tenth of a F4 Share for each F3 Share that was issuable upon due exercise of the F3 Warrant immediately prior to the Effective Time.

 

F3 RSUs

 

Pursuant to the Arrangement, each outstanding F3 RSU then outstanding to acquire one F3 Share shall be transferred and exchange for, (i) one New F3 RSU to acquire one New F3 Share and having the same vesting conditions and other terms as the F3 RSU, and (ii) one F4 RSU to acquire one-tenth of a F4 Share as governed by the F4 RSU Plan. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F4 RSUs. Accordingly, the number of shares receivable under the New F3 RSUs and F4 RSUs will be adjusted such that the aggregate fair market value of such shares receivable immediately after the exchange does not exceed the fair market value of the F3 shares receivable immediately before the exchange.

 

CONSOLIDATED CAPITALIZATION

 

Other than as disclosed below, there have not been any material changes in the share and loan capital of F3, on a consolidated basis, since March 31, 2024, the date of F3’s most recently filed financial statements.

N-10

 

TRADING PRICE AND VOLUME OF F3 SHARES

 

The F3 Shares are listed for trading on the TSX-V under the trading symbol “FUU”. The following table sets forth, for the calendar periods indicated, the intraday high and low sale prices and composite volume of trading of the F3 Shares as reported on the TSX-V.

 

Month   High (C$)   Low (C$)   Volume
June 1, 2024 – June 27, 2024   0.38   0.34   9,518,007
May 2024   0.425   0.36   22,167,798
April 2024   0.465   0.37   20,608,728
March 2024   0.46   0.39   12,037,230
February 2024   0.54   0.4   16,127,750
January 2024   0.52   0.395   33,547,266
December 2023   0.45   0.38   20,765,456
November 2023   0.43   0.31   31,014,390
October 2023   0.45   0.345   20,999,350
September 2023   0.475   0.377   25,706,421
August 2023   0.425   0.325   15,437,945
July 2023   0.415   0.335   15,513,493
June 2023   0.38   0.275   19,943,612
             

The price of the F3 Shares as quoted by the TSX-V at the close of business on June 27, 2024 was C$0.355.

 

Prior Sales

 

The following table summarizes the issuances of securities of F3 that were issued during the most recent twelve month period, as of the date of the Circular:

 

Issue Date   Type of
Security
  Number
Issued
  Issue
Price
  Exercise
Price
  Expiry Date
05/26/2023(1)   Common shares   4,255,319   $0.47   N/A   N/A
05/26/2023(1)   Warrants   2,127,659   N/A   $0.47   May 26, 2026
05/26/2023(2)   Common shares   21,276,596   $0.47   N/A   N/A
05/26/2023(2)   Warrants   10,638,298   N/A   $0.47   May 26, 2026
05/26/2023(2a)   Warrants   1,515,957   N/A   $0.35   May 26, 2025
09/12/2023(3)   Common shares   41,27,113   $0.485   N/A   N/A
09/12/2023(3)   Warrants   20,618,556   N/A   $0.485   September 12, 2025
09/12/2023(3a)   Warrants   2,239,690   N/A   $0.485   September 12, 2025

N-11

 


Issue Date
  Type of
Security
  Number
Issued
  Issue
Price
  Exercise
Price
  Expiry Date
11/27/2023(4)   Common Shares   380,518   $0.56   N/A   N/A
05/30/2024(5)   Common shares   17,857,143   $0.5642   N/A   N/A
05/30/2024(5)   Warrants   8,928,571   N/A   $0.56   May 30, 2026
05/30/2024(5a)   Warrants   957,589   N/A   $0.56   May 30, 2026

 

Notes:

 

(1)Issued in connection with the May 2023 Non-Brokered Private Placement.

 

(2)Issued in connection with the May 2023 Brokered Private Placement.

 

(2a)Broker warrants issued in connection with the May 2023 Brokered Private Placement and the May 2023 Non- Brokered Private Placement.

 

(3)Issued in connection with the September 2023 Brokered Private Placement.

 

(3a)Broker warrants issued in connection with the September 2023 Brokered Private Placement.

 

(4)Issued in connection with a conversion under the convertible debenture in connection with the October 2023 Convertible Debenture Financing.

 

(5)Issued in connection with the May 2024 Brokered Private Placement.

 

(5a)Broker warrants issued in connection with the May 2024 Brokered Private Placement.

 

ESCROWED SECURITIES

 

To F3’s knowledge, as of the date of this Circular, there are no securities of F3 held in escrow.

 

PRINCIPAL SECURITYHOLDERS

 

To F3’s knowledge, no person or corporation beneficially owned, directly or indirectly, or exercised control or direction over, F3 Shares carrying more than 10% of the voting rights attached to all outstanding F3 Shares as of the date of this Circular.

 

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

 

Except as disclosed below, none of F3’s directors or executive officers is, as of the date of the Circular, or was within 10 years before the date of the Circular, a director, chief executive officer or chief financial officer of any company (including F3) that (a) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation, that was in effect for a period or more than 30 consecutive days (an “Order”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such issuer, or (b) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

 

None of F3’s directors or executive officers, nor, to its knowledge, any shareholder holding a sufficient number of its securities to affect materially the control of F3 (a) is, as at the date of the Circular, or has been within the 10 years before the date of the Circular, a director or executive officer of any company (including F3) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, or (b) has, within the 10 years before the date of the Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of such director, executive officer or shareholder.

N-12

 

None of F3’s directors or executive officers, nor, to its knowledge, any shareholder holding a sufficient number of its securities to affect materially the control of F3, has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

 

The information contained in the Circular as to ownership of securities of F3, corporate cease trade orders, bankruptcies, penalties or sanctions, and existing or potential conflicts of interest, not being within the knowledge of F3, has been provided by each director and executive officer of F3 individually.

 

CONFLICTS OF INTEREST

 

To the best of F3’s knowledge, there are no existing or potential material conflicts of interest between F3 and any of its directors or officers as of the date hereof. However, certain of F3’s directors and officers are, or may become, directors or officers of other companies with businesses which may conflict with its business. Accordingly, conflicts of interest may arise which could influence these individuals in evaluating possible acquisitions or in generally acting on F3’s behalf.

 

Pursuant to the CBCA, directors and officers of F3 are required to act honestly and in good faith with a view to the best interests of F3.

 

Generally, as a matter of practice, directors who have disclosed a material interest in any contract or transaction that the Board is considering will not take part in any Board discussion respecting that contract or transaction. If on occasion such directors do participate in the discussions, they will refrain from voting on any matters relating to matters in which they have disclosed a material interest. In appropriate cases, F3 will establish a special committee of independent directors to review a matter in which directors or officers may have a conflict.

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The directors and executive officers of F3 are expected to remain the same following completion of the Arrangement.

 

EXECUTIVE COMPENSATION

 

For information concerning F3’s executive compensation for the financial year ended June 30, 2023, please refer to the section titled “Executive Compensation” in the Circular. F3 does not intend to make any material changes to that compensation upon completion of the Arrangement.

 

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

As at the date of the Circular, there was no indebtedness outstanding of any current or former director, executive officer or employee of F3 or any of its subsidiaries which is owing to F3 or any of its subsidiaries or to another entity which is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by F3 or any of its subsidiaries, entered into in connection with a purchase of securities or otherwise.

N-13

 

No individual who is, or at any time during the most recently completed financial year was, a director or executive officer of F3, no proposed nominee for election as a director of F3 and no associate of such persons:

 

(a)is or at any time since the beginning of the most recently completed financial year has been, indebted to F3 or any of its subsidiaries; or

 

(b)is indebted to another entity which indebtedness is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by F3 or any of its subsidiaries, in relation to a securities purchase program or other program.

 

F3 does not anticipate any changes to the indebtedness of directors and executive officers upon completion of the Arrangement.

 

AUDIT COMMITTEE

 

For information concerning F3’s Audit Committee for the financial year ended June 30, 2023, please refer to the section titled “Audit Committee” in the Circular. F3 does not intend to make any material changes to its Audit Committee upon completion of the Arrangement.

 

CORPORATE GOVERNANCE DISCLOSURE

 

For information concerning F3’s corporate governance practices for the financial year ended June 30, 2024, please refer to the section titled “Corporate Governance” in the Circular. F3 does not intend to make any material changes to its corporate governance practices upon completion of the Arrangement.

 

RISK FACTORS

 

Below are certain risk factors relating to F3 following completion of the Arrangement that Shareholders should carefully consider in connection with the Arrangement. The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information that appears elsewhere in the Circular. Additional risk factors relating to F3 and the Shareholders in connection with the Arrangement are set out in the Circular under the heading entitled “The Arrangement – Risk Factors Relating to the Arrangement”.

 

Exploration Stage Company

 

F3 is an exploration stage company and cannot give any assurance that a commercially viable deposit, or “reserve,” exists on any properties for which F3 currently has or may have (through potential future joint venture agreements or acquisitions) an interest. Determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If F3 fails to find a commercially viable deposit on any of its properties, its financial condition and results of operations will be materially adversely affected.

 

No History of Mineral Production or Mining Operations

 

F3 has never had a uranium producing property. There is no assurance that commercial quantities of uranium will be discovered nor is there any assurance that F3’s exploration programs will yield positive results. Even if commercial quantities of uranium are discovered, there can be no assurance that any of F3’s properties will ever be brought to a stage where uranium resources can profitably be produced therefrom. Factors which may limit the ability to produce uranium resources include, but are not limited to, the spot price of uranium, availability of additional capital and financing and the nature of any mineral deposits. F3 does not have a history of mining operations that would guarantee it will produce revenue, operate profitably or provide a return on investment in the future.

N-14

 

Mineral Exploration and Development

 

Mineral exploration and development is speculative and involves a high degree of risk. While the discovery of a mineral deposit may result in substantial rewards, few properties which are explored are commercially mineable and ultimately developed into producing mines. There is no assurance that F3’s uranium deposits are commercially mineable.

 

Should any mineral resources and reserves exist, substantial expenditures will be required to confirm mineral reserves which are sufficient to commercially mine and to obtain the required environmental approvals and permitting required to commence commercial operations. The decision as to whether a property contains a commercial mineral deposit and should be brought into production will depend upon the results of exploration programs and/or feasibility studies, and the recommendations of duly qualified engineers and/or geologists, all of which involves significant expense. This decision will involve consideration and evaluation of several significant factors including, but not limited to: (1) costs of bringing a property into production, including exploration and development work, preparation of production feasibility studies and construction of production facilities; (2) availability and costs of financing; (3) ongoing costs of production; (4) uranium prices, which are historically cyclical; (5) environmental compliance regulations and restraints (including potential environmental liabilities associated with historical exploration activities); and (6) political climate and/or governmental regulation and control. Development projects are also subject to the successful completion of engineering studies, issuance of necessary governmental permits, and availability of adequate financing. Development projects have no operating history upon which to base estimates of future cash flow.

 

The ability to sell and profit from the sale of any eventual mineral production from F3’s properties will be subject to the prevailing conditions in the minerals marketplace at the time of sale. The global minerals marketplace is subject to global economic activity and changing attitudes of consumers and other end- users’ demand for mineral products. Many of these factors are beyond the control of a mining company and therefore represent a market risk which could impact the long term viability of F3 and its operations.

 

Competition and Mineral Exploration

 

The mineral exploration industry is intensely competitive in all of its phases and F3 must compete in all aspects of its operations with a substantial number of large established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or greater ability than F3 to withstand losses. F3’s competitors may be able to respond more quickly to new laws or regulations or emerging technologies or devote greater resources to the expansion of their operations, than F3 can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Competition could adversely affect F3’s ability to acquire suitable new mineral properties or prospects for exploration in the future. Competition could also affect F3’s ability to raise financing to fund the exploration and development of its properties or to hire qualified personnel. F3 may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on F3’s business, financial condition or results of operations.

 

Additional Funding

 

The exploration and development of F3’s mineral properties will require substantial additional capital. When such additional capital is required, F3 will need to pursue various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. Additional financing may not be available when needed or, if available, the terms of such financing might not be favourable to F3 and might involve substantial dilution to existing shareholders. F3 may not be successful in locating suitable financing transactions in the time period required or at all. A failure to raise capital when needed would have a material adverse effect on F3’s business, financial condition and results of operations. Any future issuance of securities to raise required capital will likely be dilutive to existing shareholders. In addition, debt and other debt financing may involve a pledge of assets and may be senior to interests of equity holders. F3 may incur substantial costs in pursuing future capital requirements, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. The ability to obtain needed financing may be impaired by such factors as the capital markets (both generally and in the uranium industry in particular), F3’s status as a new enterprise with a limited history, the location of F3’s mineral properties, the price of commodities and/or the loss of key management personnel.

N-15

 

Acquisition of Additional Mineral Properties

 

If F3 loses or abandons its interests in its mineral properties, there is no assurance that it will be able to acquire another mineral property of merit or that such an acquisition would be approved by applicable securities regulatory authorities. There is also no guarantee that applicable securities regulatory authorities will approve the acquisition of any additional properties by F3, whether by way of an option or otherwise, should F3 wish to acquire any additional properties.

 

Government or Regulatory Approvals

 

Exploration and development activities are dependent upon the grant of appropriate licences, concessions, leases, permits and regulatory consents, which may be withdrawn or made subject to limitations. There is no guarantee that, upon completion of any exploration, a mining licence will be granted with respect to exploration territory. There can also be no assurance that any exploration licence will be renewed or if so, on what terms. These licences place a range of past, current and future obligations on F3. In some cases, there could be adverse consequences for breach of these obligations, ranging from penalties to, in extreme cases, suspension or termination of the relevant licence or related contract.

 

Permits and Government Regulation

 

The future operations of F3 may require permits from various federal, state, provincial and local governmental authorities and will be governed by laws and regulations governing prospecting, development, mining, production, export, taxes, labour standards, occupational health, waste disposal, land use, environmental protections, mine safety and other matters. Although Canada has a favourable legal and fiscal regime for exploration and mining, including a relatively simple system for the acquisition of mineral titles and relatively low tax burden, possible future government legislation, policies and controls relating to prospecting, development, production, environmental protection, mining taxes and labour standards could cause additional expense, capital expenditures, restrictions and delays in the activities of F3, the extent of which cannot be predicted. Before development and production can commence on any properties, F3 must obtain regulatory and environmental approvals. There is no assurance that such approvals can be obtained on a timely basis or at all. The cost of compliance with changes in governmental regulations, has the potential to reduce the profitability of operations. F3 is currently in compliance with all material regulations applicable to its exploration activities.

 

Limited Operating History

 

F3 has a limited operating history and its mineral properties are exploration stage properties. As such, F3 will be subject to all of the business risks and uncertainties associated with any new business enterprise, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. The current state of F3’s mineral properties require significant additional expenditures before any cash flow may be generated. Although F3 possesses an experienced management team, there is no assurance that F3 will be successful in achieving a return on shareholders’ investment and the likelihood of success of F3 must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. There is no assurance that F3 can generate revenues, operate profitably, or provide a return on investment, or that it will successfully implement its plans.

 

An investment in F3’s securities carries a high degree of risk and should be considered speculative by purchasers. There is no assurance that F3 will be successful in achieving a return on shareholders’ investment and the likelihood of its success must be considered in light of its early stage of operations. You should consider any purchase of F3’s securities in light of the risks, expenses and problems frequently encountered by all companies in the early stages of their corporate development.

N-16

 

Title Risks

 

Although F3 has or will receive title opinions for any properties in which it has a material interest, there is no guarantee that title to such properties will not be challenged or impugned. F3 has not conducted surveys on all of the claims in which it holds direct or indirect interests. F3’s properties may be subject to prior unregistered agreements or transfers or native land claims and title may be affected by unidentified or unknown defects. Title insurance is generally not available for mineral properties and F3’s ability to ensure that it has obtained secure claims to individual mineral properties or mining concessions may be constrained. A successful challenge to F3’s title to a property or to the precise area and location of a property could cause delays or stoppages to F3’s exploration, development or operating activities without reimbursement to F3. Any such delays or stoppages could have a material adverse effect on F3’s business, financial condition and results of operations.

 

Laws and Regulation

 

F3’s exploration activities are subject to extensive federal, provincial and local laws and regulations governing prospecting, development, production, exports, taxes, labour standards, occupational health and safety, mine safety and other matters in all the jurisdictions in which it operates. These laws and regulations are subject to change, can become more stringent and compliance can therefore become more costly. F3 applies the expertise of its management, advisors, employees and contractors to ensure compliance with current laws.

 

Uninsured and Underinsured Risks

 

F3 faces and will face various risks associated with mining exploration and the management and administration thereof including those associated with being a public company. Some of these risks are not insurable; some may be the subject of insurance which is not commercially feasible for F3. Those insurances which are purchased will have exclusions and deductibles which may eliminate or restrict recovery in the event of loss. In some cases, the amount of insurance purchased may not be adequate in amount or in limit.

 

F3 will undertake intermittent assessments of insurable risk to help ensure that the impact of uninsured/underinsured loss is minimized within reason. Risks may vary from time to time within this intermittent period due to changes in such things as operations, operating conditions, laws or the climate which may leave F3 exposed to periods of additional uninsured risk.

 

In the event risk is uninsurable, at its reasonable and sole discretion, F3 may endeavor to implement policies and procedures, as may be applicable and/or feasible, to reduce the risk of related loss.

 

Global Economy Risk

 

The volatility of global capital markets, including the general economic slowdown in the mining sector, over the past several years has generally made the raising of capital by equity or debt financing more difficult. F3 may be dependent upon capital markets to raise additional financing in the future. As such, F3 is subject to liquidity risks in meeting its operating expenditure requirements and future development cost requirements in instances where adequate cash positions are unable to be maintained or appropriate financing is unavailable. These factors may impact the ability to raise equity or obtain loans and other credit facilities in the future and on terms favourable to F3 and its management. If these levels of volatility persist or if there is a further economic slowdown, F3’s operations, F3’s ability to raise capital and the trading price of F3’s securities could be adversely impacted.

N-17

 

In addition, as F3’s operations expand and reliance on global supply chains increases, the impact of significant geopolitical risk and conflict globally may have a sizeable and unpredictable impact on F3’s business, financial condition and operations. The ongoing conflict in Ukraine and the global response to this conflict as it relates to sanctions, trade embargos and military support has resulted in significant uncertainty as well as economic and supply chain disruptions. Should this conflict go on for an extended period of time, expand beyond Ukraine, or should other geopolitical disputes and conflicts emerge in other regions, this could result in material adverse effects to F3.

 

Political and Economic Instability

 

F3 may be affected by future political or economic instability. The risks include, but are not limited to war, terrorism, military repression, extreme fluctuations in currency exchange rates, and high rates of inflation. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, distribution, price controls, export controls, income taxes, and expropriation of property, maintenance of assets, environmental legislation, land use, land claims of local people, and water use, among other potential factors. The effect of any these factors cannot be accurately predicted.

 

Specifically, uncertainties resulting from the Russia-Ukraine and Israel-Palestine conflicts, and the accompanying international response, created increased volatility in commodity markets (including oil and gas prices), and disrupted international trade and financial markets, all of which have an ongoing and uncertain effect on global economics, supply chains, availability of materials and equipment, and execution timelines for project development. To date, F3’s operations have not been materially negatively affected by the ongoing conflicts, but should these conflicts go on for an extended period of time, or should other geopolitical disputes and conflicts emerge in other regions, these could result in material adverse effects to F3.

 

Inflation

 

F3’s operating costs could escalate and become uncompetitive due to supply chain disruptions, inflationary cost pressures, equipment limitations, escalating supply costs, commodity prices and additional government intervention through stimulus spending or additional regulations. F3’s inability to manage costs may impact, among other things, future development decisions, which could have a material adverse impact on F3’s financial performance.

 

Health and Safety

 

Exploration and mining development and operating activities represent inherent safety hazards and maintaining the health and safety of F3’s employees and contractors is of paramount importance to F3. F3 has policies, procedures and controls in place intended to maintain the health and safety of its operations. Notwithstanding such efforts, safety incidents may still occur. Significant potential risks include, but are not limited to, vehicle accidents, unsafe road conditions, or events and contact with energized sources.

 

Operations in the uranium industry are subject to risks uniquely associated with uranium mining and processing. For example, the risk of over-exposure to radiological materials by F3’s employees, contractors, or others is inherent in F3’s operations, as they involve the treatment, monitoring, possession, handling, storage and/or transportation of radioactive materials (uranium, radon, etc.).

 

Employees involved in activities in remote areas may also be exposed to additional hazards as a result of equipment failure, such as risk of failure of heating equipment or damage to camp facilities; risk of being stranded due to breakdown or damage to mobile equipment, or risk of attacks on employees by wildlife. The impact of such hazards could be exacerbated by limited access to first aid or other medical care and/or delayed emergency response time.

 

Any incident resulting in serious injury or death could have profound impacts on F3, its employees and others, as well as result in litigation and/or regulatory action (including, but not limited to suspension of development activities, fines or penalties), or otherwise adversely affect F3’s reputation and ability to meet its objectives.

N-18

 

Environmental Risks

 

F3’s activities are subject to extensive laws and regulations governing environment protection. F3 is also subject to various reclamation related conditions. Although F3 closely follows and believes it is operating in compliance with all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures. Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel or restrict development of mining projects. Current publicized concern over climate change may lead to carbon taxes, requirements for carbon offset purchases or new regulation. The costs or likelihood of such potential issues to F3 cannot be estimated at this time.

 

The legal framework governing this area is constantly developing, therefore F3 is unable to fully ascertain any future liability that may arise from the implementation of any new laws or regulations, although such laws and regulations are typically strict and may impose severe penalties (financial or otherwise). The proposed activities of F3, as with any exploration, may have an environmental impact which may result in unbudgeted delays, damage, loss and other costs and obligations including, without limitation, rehabilitation and/or compensation. There is also a risk that F3’s operations and financial position may be adversely affected by the actions of environmental groups or any other group or person opposed in general to F3’s activities and, in particular, the proposed exploration and mining by F3 within the Provinces of Alberta and Saskatchewan.

 

Social and Environmental Activism

 

There is an increasing level of public concern relating to the effects of mining on the natural landscape, on communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) who oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While F3 seeks to operate in a social responsible manner and believes it has good relationships with local communities in the regions in which it operates, NGOs or local community organizations could direct adverse publicity against and/or disrupt the operations of F3 in respect of one or more of its properties, regardless of its successful compliance with social and environmental best practices, due to political factors, activities of unrelated third parties on lands in which F3 has an interest or F3’s operations specifically. Any such actions and the resulting media coverage could have an adverse effect on the reputation and financial condition of F3 or its relationships with the communities in which it operates, which could have a material adverse effect on F3’s business, financial condition, results of operations, cash flows or prospects.

 

Dependence on Management and Key Personnel

 

The success of F3 is currently largely dependent on the performance of its directors and officers. The loss of the services of any of these persons could have a materially adverse effect on F3’s business and prospects. There is no assurance F3 can maintain the services of its directors, officers or other qualified personnel required to operate its business. As F3’s business activity grows, F3 will require additional key financial, administrative and mining personnel as well as additional operations staff. There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel as competition for persons with these skill sets increases. If F3 is not successful in attracting, training and retaining qualified personnel, the efficiency of its operations could be impaired, which could have an adverse impact on F3’s operations and financial condition.

N-19

 

First Nations Land Claims

 

Certain of F3’s mineral properties may now or in the future be the subject of First Nations land claims. The legal nature of First Nations land claims is a matter of considerable complexity. The impact of any such claim on F3’s material interest in F3’s mineral properties and/or potential ownership interest in F3’s mineral properties in the future, cannot be predicted with any degree of certainty and no assurance can be given that a broad recognition of First Nations rights in the areas in which F3’s mineral properties are located, by way of negotiated settlements or judicial pronouncements, would not have an adverse effect on F3’s activities. Even in the absence of such recognition, F3 may at some point be required to negotiate with and seek the approval of holders of First Nations interests in order to facilitate exploration and development work on F3’s mineral properties, there is no assurance that F3 will be able to establish practical working relationships with the First Nations in the area which would allow it to ultimately develop F3’s mineral properties.

 

Claims and Legal Proceedings

 

F3 and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, F3 may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources and cause F3 to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on F3’s business, operating results or financial condition.

 

Influence of Third Party Stakeholders

 

The lands in which F3 holds an interest in at its properties, or the exploration equipment and roads or other means of access which F3 intends to utilize in carrying out its work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, F3’s work programs may be delayed, even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for F3.

 

Conflicts of Interest

 

Most of F3’s directors and officers do not devote their full time to the affairs of F3. All of the directors and officers of F3 are also directors, officers and shareholders of other natural resource or public companies, and as a result they may find themselves in a position where their duty to another company conflicts with their duty to F3. Although F3 has policies which address such potential conflicts and the CBCA has provisions governing directors in the event of such a conflict, none of F3’s constating documents or any of its other agreements contain any provisions mandating a procedure for addressing such conflicts of interest. There is no assurance that any such conflicts will be resolved in favour of F3. If any such conflicts are not resolved in favour of F3, F3 may be adversely affected.

 

Uranium Industry Competition and International Trade Restrictions

 

The international uranium industry, including the supply of uranium concentrates, is competitive, with supplies available from a relatively small number of western world uranium mining companies, from certain republics of the former Soviet Union and the People’s Republic of China, from excess inventories, including inventories made available from decommissioning of nuclear weapons, from reprocessed uranium and plutonium, from used reactor fuel, and from the use of excess Russian enrichment capacity to re-enrich depleted uranium tails held by European enrichers in the form of UF6. The supply of uranium from Russia and from certain republics of the former Soviet Union is, to some extent, impeded by a number of international trade agreements and policies. These agreements and any similar future agreements, governmental policies or trade restrictions are beyond the control of F3 and may affect the supply of uranium available in the United States and Europe, which are the largest markets for uranium in the world. If F3 is unable to supply uranium to important markets in the U.S. or Europe, its business, financial condition and results of operations may be materially adversely affected.

N-20

 

Deregulation of the Electrical Utility Industry

 

F3’s future prospects may be tied directly to those of the electrical utility industry worldwide. Deregulation of the utility industry, particularly in North America and Europe, is expected to impact the market for nuclear and other fuels for years to come and may result in the premature shutdown of nuclear reactors. Experience to date with deregulation indicates that utilities are improving the performance of their reactors and achieving record capacity factors. There can be no assurance that this trend will continue.

 

Public Acceptance of Nuclear Energy Cannot Be Assured

 

Growth in the demand for uranium and in the nuclear power industry will depend upon continued and increased acceptance of nuclear technology by the public as a safe and viable means of generating electricity. Growth of the uranium and nuclear power industry will also depend on continued and increased acceptance of nuclear technology as a means of generating electricity. Because of unique political, technological and environmental factors that affect the nuclear industry, the industry is subject to public opinion risks which could have an adverse impact on the demand for nuclear power and increase the regulation of the nuclear power industry. An accident or incident at a nuclear reactor anywhere in the world, or an accident or incident relating to the transportation or storage of new or spent nuclear fuel, could negatively impact the public’s acceptance of nuclear power and the future prospects for nuclear power generation, which may have a material and adverse effect on F3’s business, financial condition and results of operations.

 

Technological Innovation and Obsolescence

 

Requirements for F3’s products and services may be affected by technological changes impacting the mining and/or nuclear industries. For example, technological changes in nuclear reactors, enrichment and used uranium fuel processing could reduce the demand for uranium. In, addition F3’s competitors may adopt technological advancements that give them an advantage over F3.

 

Nuclear Energy Competes with other Viable Energy Sources

 

Nuclear energy competes with other sources of energy, including oil, natural gas, coal and hydro-electricity. These other sources are to some extent interchangeable with nuclear energy, particularly over the longer term. Sustained lower prices of oil, natural gas, coal and hydro-electricity may result in lower demand for uranium concentrates and uranium conversion services, which in turn may result in lower market prices for uranium, which would materially and adversely affect F3’s business, financial condition and results of operations.

 

Negative Cash Flow from Operating Activities

 

F3 has no history of earnings and had negative cash flow from operating activities since inception. F3’s mineral properties are in the exploration stage and there are no known mineral resources or reserves and the proposed exploration programs on F3’s mineral properties are exploratory in nature. Significant capital investment will be required to achieve commercial production from F3’s existing projects. There is no assurance that any of F3’s mineral properties will generate earnings, operate profitably or provide a return on investment in the future. Accordingly, F3 will be required to obtain additional financing in order to meet its future cash commitments.

 

Going Concern Risk

 

F3’s financial statements have been prepared on a going concern basis under which an entity is considered to be able to realize its assets and satisfy its liabilities in the ordinary course of business. F3’s future operations are dependent upon the identification and successful completion of equity or debt financings and the achievement of profitable operations at an indeterminate time in the future. There can be no assurances that F3 will be successful in completing equity or debt financings or in achieving profitability.

N-21

 

The financial statements do not give effect to any adjustments relating to the carrying values and classifications of assets and liabilities that would be necessary should F3 be unable to continue as a going concern. These items may cast significant doubt on F3’s ability to continue as a going concern.

 

Reporting Issuer Status

 

F3 is subject to reporting requirements under applicable securities law, the listing requirements of the TSX- V and other applicable securities rules and regulations. Compliance with these requirements can increase legal and financial compliance costs, make some activities more difficult, time consuming or costly, and increase demand on existing systems and resources. Among other things, F3 is required to file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight is required. As a result, management’s attention may be diverted from other business concerns, which could harm F3’s business and results of operations. F3 may need to hire additional employees to comply with these requirements in the future, which would increase its costs and expenses.

 

Risks Associated with Acquisitions

 

If appropriate opportunities present themselves, F3 may acquire mineral claims, material interests in other mineral claims, and companies that F3 believes are strategic. F3 currently has no understandings, commitments or agreements with respect to any material acquisition, other than as described in the Circular, and no other material acquisition is currently being pursued. There can be no assurance that F3 will be able to identify, negotiate or finance future acquisitions successfully, or to integrate such acquisitions with its current business. The process of integrating an acquired company or mineral claims into F3 may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of F3’s business. Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect F3’s business, results of operations and financial condition.

 

Force Majeure

 

F3’s projects now or in the future may be adversely affected by risks outside the control of F3, including the price of uranium on world markets, labour unrest, civil disorder, war, subversive activities or sabotage, fires, floods, explosions or other catastrophes, pandemics, epidemics or quarantine restrictions.

 

Infrastructure

 

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of F3’s mineral properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of F3’s mineral properties will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect its operations.

 

Exploration operations depend on adequate infrastructure. In particular, reliable power sources, water supply, transportation and surface facilities are necessary to explore and develop mineral projects. Failure to adequately meet these infrastructure requirements or changes in the cost of such requirements could affect F3’s ability to carry out exploration and future development operations and could have a material adverse effect on F3’s business, financial condition, results of operations, cash flows or prospects.

N-22

 

Climate Change Risks

 

F3 acknowledges climate change as an international and community concern and it supports and endorses various initiatives for voluntary actions consistent with international initiatives on climate change. However, in addition to voluntary actions, governments are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Where legislation already exists, regulation relating to emission levels and energy efficiency is becoming more stringent. Some of the costs associated with reducing emissions can be offset by increased energy efficiency and technological innovation. However, if the current regulatory trend continues, F3 expects that this could result in increased costs at some of its operations in the future.

 

F3 and the mining industry are facing continued geotechnical challenges, which could adversely impact F3’s production and profitability. Unanticipated adverse geotechnical and hydrological conditions, such as landslides, floods, seismic activity, droughts and pit wall failures, may occur in the future and such events may not be detected in advance. Geotechnical instabilities and adverse climatic conditions can be difficult to predict and are often affected by risks and hazards outside of F3’s control, such as severe weather and considerable rainfall. Geotechnical failures could result in limited or restricted access to mine sites, suspension of operations, government investigations, increased monitoring costs, remediation costs, loss of ore and other impacts, which could cause one or more of F3’s projects to be less profitable than currently anticipated and could result in a material adverse effect on F3’s business results of operations and financial position.

 

Costs of Land Reclamation Risk

 

It is difficult to determine the exact amounts which will be required to complete all land reclamation activities in connection with F3’s properties. Reclamation bonds and other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation activities over the life of a mine. Accordingly, it may be necessary to revise planned expenditures and operating plans in order to fund reclamation activities. Such costs may have a material adverse impact upon the financial condition and results of operations of F3.

 

Information Systems and Cyber Security

 

F3’s operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. F3’s operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre- emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact F3’s reputation and results of operations.

 

Although to date F3 has not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that F3 will not incur such losses in the future. F3’s risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, F3 may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities.

N-23

 

Speculative Nature of Investment Risk

 

An investment in F3’s securities carries a high degree of risk and should be considered as a speculative investment. F3 has no history of earnings, limited cash reserves, a limited operating history, has not paid dividends, and is unlikely to pay dividends in the immediate or near future. The likelihood of success of F3 must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the establishment of any business. An investment in F3’s securities may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high- risk investments and who can afford to lose their entire investment should consider an investment in F3.

 

Price may not Represent F3’s Performance or Intrinsic Fair Value

 

The market price of a publicly-traded stock is affected by many variables not directly related to the corporate performance of F3, including the market in which it is traded, the strength of the economy generally, the availability of the attractiveness of alternative investments, and the breadth of the public market for the stock. The effect of these and other factors on the market price of the New F3 Shares on the TSX-V, OTCQB and the Frankfurt Stock Exchange in the future cannot be predicted.

 

Securities or Industry Analysts

 

The trading market for the New F3 Shares could be influenced by research and reports that industry and/or securities analysts may publish about F3, its business, the market or its competitors. F3 does not have any control over these analysts and cannot assure that such analysts will cover F3 or provide favourable coverage. If any of the analysts who may cover F3’s business change their recommendation regarding F3’s stock adversely, or provide more favourable relative recommendations about its competitors, the stock price would likely decline. If any analysts who may cover F3’s business were to cease coverage or fail to regularly publish reports on F3, it could lose visibility in the financial markets, which in turn could cause the stock price or trading volume to decline.

 

Price Volatility of Publicly Traded Securities

 

The New F3 Shares are listed on the TSX-V, OTCQB and Frankfurt Stock Exchange. Securities of mineral exploration and development companies have experienced substantial volatility in the past, often based on factors unrelated to the companies’ financial performance or prospects. These factors include macroeconomic developments in North America and globally and market perceptions of the attractiveness of particular industries.

 

The price of the New F3 Shares is also likely to be significantly affected by short-term changes in uranium or other mineral prices or in F3’s financial condition or results of operations. Other factors unrelated to F3’s performance that may affect the price of the New F3 Shares include the following: the extent of analytical coverage available to investors concerning the F3’s business may be limited if investment banks with research capabilities do not follow F3; lessening in trading volume and general market interest in the F3 Shares may affect an investor’s ability to trade significant numbers of New F3 Shares; the size of F3’s public float may limit the ability of some institutions to invest in the New F3 Shares; and a substantial decline in the price of the New F3 Shares that persists for a significant period of time could cause the New F3 Shares to be delisted from such exchange, further reducing market liquidity. As a result of any of these factors, the market price of the New F3 Shares at any given point in time may not accurately reflect F3’s long-term value. Securities class action litigation often has been brought against companies following periods of volatility in the market price of their securities. F3 may in the future be the target of similar litigation. Securities litigation could result in substantial costs and damages and divert management’s attention and resources.

 

The market price of the New F3 Shares is affected by many other variables which are not directly related to F3’s success and are, therefore, not within F3’s control. These include other developments that affect the market for all resource sector securities, the breadth of the public market for New F3 Shares, the effect of the dual-listing of the New F3 Shares including the ability to buy and sell New F3 Shares in two places, different market conditions in different capital markets, different prevailing trading prices, and the attractiveness of alternative investments. The effect of these and other factors on the market price of the New F3 Shares is expected to make the price of the New F3 Shares volatile in the future, which may result in losses to investors.

N-24

 

Dilution

 

Future sales or issuances of equity securities could decrease the value of the New F3 Shares, dilute shareholders’ voting power and reduce future potential earnings per New F3 Share. F3 may sell additional equity securities in future offerings (including through the sale of securities convertible into New F3 Shares) and may issue additional equity securities to finance F3’s operations, development, exploration, acquisitions or other projects. F3 cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the New F3 Shares. New F3 Share sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the New F3 Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in F3’s earnings per New F3 Share.

 

Dividends

 

To date, F3 has not paid any dividends on the outstanding New F3 Shares. Any decision to pay dividends on the New F3 Shares of F3 will be made by the Board on the basis of F3’s earnings, financial requirements and other conditions.

 

Enforcing Judgments in U.S. Courts

 

As F3 is a Canadian corporation and most of its directors and officers reside in Canada, it may be difficult or impossible for investors in the United States to effect service or to realize on judgments obtained in the United States predicated upon the civil liability provisions of the U.S. federal securities laws. A judgment of a U.S. court predicated solely upon such civil liabilities may be enforceable in Canada by a Canadian court if the U.S. court in which the judgment was obtained had jurisdiction, as determined by the Canadian court, in the matter. Investors should not assume that Canadian courts: (i) would enforce judgments of U.S. courts obtained in actions against F3 or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue-sky laws of any state within the United States, or (ii) would enforce, in original actions, liabilities against F3 or such persons predicated upon the U.S. federal securities laws or any such state securities or blue-sky laws. Similarly, some of F3’s directors and officers are residents of countries other than Canada and all or a substantial portion of the assets of such persons are located outside Canada. As a result, it may be difficult or impossible for Canadian investors to initiate a lawsuit within Canada against these persons. In addition, it may not be possible for Canadian investors to collect from these persons judgments obtained in courts in Canada predicated on the civil liability provisions of securities legislation of certain of the provinces and territories of Canada. It may also be difficult or impossible for Canadian investors to succeed in a lawsuit in the United States based solely on violations of Canadian securities law.

 

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

 

F3 is: (a) not party to any legal proceedings or regulatory actions as of the date of this Circular; and (b) is not aware of any contemplated legal proceedings involving it or its operations.

 

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

 

Other than transactions carried out in the ordinary course of business of F3 or any of its subsidiaries and except as described below, none of the directors or executive officers of F3 or a subsidiary at any time during F3’s last completed financial year, any person or company who beneficially owns, directly or indirectly, or who exercises control or direction over (or a combination of both) more than 10% of the issued and outstanding New F3 Shares, nor the associates or affiliates of those persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any transaction or proposed transaction which has materially affected or would materially affect F3.

N-25

 

Certain Directors and officers of F3 are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations to other public companies in the resource sector may give rise to conflicts of interest from time to time. As a result, opportunities provided to a Director of F3 may not be made available to F3, but rather may be offered to a company with competing interests. The Directors and senior officers of F3 are required by law to act honestly and in good faith with a view to the best interests of F3 and to disclose any personal interest which they may have in any project or opportunity of F3, and to abstain from voting on such matters.

 

The directors and officers of F3 are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosure by the directors of conflicts of interests and F3 will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers.

 

AUDITORS, TRANSFER AGENT AND REGISTRAR

 

Charlton & Company, Chartered Professional Accountants (“Charlton”) are the auditors of F3 for the year ended June 30, 2023. Charlton was first appointed as F3’s auditors on June 24, 2020.

 

The transfer agent and registrar for the F3 Shares is Computershare Trust Company of Canada (“Computershare”). The register of transfers of the F3 Shares and New F3 Shares is maintained by Computershare at its offices in Vancouver, British Columbia.

 

MATERIAL CONTRACTS

 

The following is a list of each material contract, other than contracts entered into in the ordinary course of F3’s business, that was entered into in the financial year ending June 30, 2023, or was entered into before the date of this Circular that is still in effect:

 

1.Arrangement Agreement between F3 and F4 dated June 4, 2024; and

 

2.Asset Purchase Agreement between F3 and V4 dated August 15, 2024.

 

EXPERTS

 

The following are the names of persons or companies (a) that are named as having prepared or certified a report, valuation, statement or opinion included in or included by reference in this Schedule N; and (b) whose profession or business gives authority to the statement, report or valuation made by the person or F3.

 

(a)Charlton provided an auditors’ report dated October 30, 2023 in respect of F3’s financial statements for the year ended June 30, 2023; and

 

(b)Mark B. Mathisen., a “qualified person” for the purposes of NI 43-101, has prepared the report entitled “Technical Report on the Patterson Lake North Project, Northern Saskatchewan, Canada”, and has reviewed, verified and approved the technical and scientific disclosure contained in this Schedule “N”.

 

As at the date hereof, to the best knowledge of F3, the aforementioned persons, collectively, held less than one percent of the securities of F3 when they prepared or certified a report, valuation, statement or opinion, as applicable, referred to above and as at the date hereof, and they did not receive any direct or indirect interest in any securities of F3 or of any associate or affiliate of F3 in connection with the preparation or certification of such report, valuation, statement or opinion, as applicable.

N-26

 

Charlton & Company, Chartered Professional Accountants of Vancouver, British Columbia, F3’s current auditors, is independent from F3 within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

 

As at the date hereof, none of the aforementioned persons is or is currently expected to be elected, appointed or employed as a director, officer or employee of F3 or of any associate or affiliate of F3.

 

OTHER MATERIAL FACTS

 

There are no other material facts other than as disclosed herein and in the Circular.

 

FINANCIAL STATEMENTS

 

F3’s annual condensed financial statements for the year ended June 30, 2023 and the condensed interim consolidated financial statements for the three and nine month period ended March 31, 2024 and 2023, together with the notes thereto, which are attached as Schedule “O” and Schedule “P” to the Circular, respectively.

N-27

 

EXHIBIT I
INFORMATION CONCERNING THE PLN PROJECT

 

5.PATTERSON LAKE NORTH

 

5.1Summary

 

F3 retained SLR International Corporation (“SLR”) to prepare the Technical Report in compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), on the PLN Project, located in northern Saskatchewan, Canada (the “Technical Report”). The PLN Project comprises three properties: the PLN Property, which includes the JR Zone, the Minto Property (Minto), and the Broach Property (Broach) (collectively, the “Properties”). The Technical Report documents all data and data collection procedures for the PLN Project up until November 20, 2023. The Technical Report is titled “Technical Report on the Patterson Lake North Project, Northern Saskatchewan, Canada”. The effective date of the Technical Report is November 20, 2023.

 

The Qualified Person for the Technical Report is Mark B. Mathisen of SLR (the “QP”), and is “independent” of F3, as defined in NI 43-101. Mr. Mathisen takes sole responsibility for all sections of the Technical Report. Mr. Mathisen visited the PLN Project on August 29, 2023.

 

The scientific and technical information in this section relating to the PLN Project is derived from, and in some instances is a direct extract from, and is based on the assumptions, qualifications and procedures set out in, the Technical Report. Such assumptions, qualifications and procedures are not fully described in the Circular and the following summary does not purport to be a complete summary of the Technical Report. Reference should be made to the full text of the Technical Report, which is available for review under F3’s profile on SEDAR+ at www.sedarplus.com. Capitalized terms used but not otherwise defined in this exhibit have the meanings given to such terms in the Technical Report.

 

The technical content disclosed in this exhibit were reviewed and approved by the author of the Technical Report who is a Qualified Persons as defined in NI 43-101.

 

5.2Property Description, Location and Access

 

5.2.1Location and Access

 

The PLN, Minto, and Broach properties are located in northern Saskatchewan, approximately 550 km north- northwest of the city of Prince Albert and 150 km north of the community of La Loche. The three Properties are collectively referred to as the Patterson Lake North Project.

 

The PLN Property comprises two adjacent mineral claims in northern Saskatchewan, approximately 170 km northeast of Fort McMurray, Alberta, and 150 km north of La Loche, Saskatchewan. PLN is accessible by vehicle via the all-weather gravel Highway 955, which bisects the PLN Property from north to south.

 

The approximate centre of the Property has the following coordinates:

 

Universal Transverse Mercator (UTM): 592,383 mE, 6,409,215 mN (NAD83 UTM Zone 12N)

 

Geographic: 57°48′ 55.3″ N latitude and 109° 26′ 42″ W longitude

 

The PLN Property lies within the 1:50,000 scale NTS map sheets 74F/14 (Murison Lake) and 74F/13 (Smart Lake). It has a roughly rectangular shape and spans approximately 11 km east-west and approximately four kilometres north-south. The approximate centre of the JR Zone has the UTM coordinates 587,826 mE, 6,410,763 mN (NAD83 UTM Zone 12N).

N-28

 

The Minto Property consists of 23 adjacent mineral claims in northern Saskatchewan, about 180 km northeast of Fort McMurray and 160 km north of La Loche (Figure 1). Minto is accessible by vehicle along the all-weather gravel Highway 955, which runs through the Minto Property from north to south.

 

The approximate centre of the Minto Property has the following coordinates:

 

UTM: 594,820 mE, 6,421,137 mN (NAD83 UTM Zone 12N)

 

Geographic: 57°55′ 18.8″ N latitude and 109° 23′ 57.3″ W longitude

 

The Minto Property is located within the 1:50,000 scale NTS map sheets 74F/13 (Smart Lake), 74F/14 (Murison Lake) and 74K/03 (James Creek). It has an irregular but roughly rectangular shape and extends approximately 14 km east-west at its widest and approximately 20 km north-south.

 

The Broach Property comprises 15 adjacent mineral claims in northern Saskatchewan, about 165 km northeast of Fort McMurray and 140 km north of La Loche (Figure 1). Broach is accessible by vehicle via the all-weather gravel Highway 955, which passes approximately two kilometres west of the Property’s centre from north to south.

 

Figure 1 – Location Map

 

(LOCATION MAP)

 

The approximate centre of the Broach Property has the following coordinates:

 

UTM: 596,298 mE, 6,402,655 mN (NAD83 UTM Zone 12N)

 

Geographic: 57° 45′ 20.3″ N latitude and 109° 23′ 54.3″ W longitude

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The Broach Property lies within the 1:50,000 scale NTS map sheets 74F/13 (Smart Lake), 74F/14 (Murison Lake) and 74F/11 (Forrest Lake). It has an irregular shape and at its widest extends for about 17 km east- west and for about 17 km north-south.

 

With the exception of the all-weather, gravel road Highway 955, there is no permanent infrastructure on the Properties.

 

5.2.2Land Tenure and Mineral Titles

 

The PLN Property consists of two contiguous mineral claims covering an area of 4,074 ha. The JR Zone discovery is located on claim S-113283. The Minto Property consists of 23 mostly contiguous mineral claims covering an area of 19,864 ha. As of the effective date of the Technical Report the Broach Property consists of 15 mostly contiguous mineral claims covering an area of 16,008 ha. On January 22, 2024, following the date of the Technical Report, the Company received CanAlaska’s Patterson West Property in exchange for F3’s Hobo Lake Property (as defined below). The Patterson West Property mineral claims have been incorporated with the Broach Property such that it now comprises 17 claims with a total area of 19.022.7 ha. (see Section 3.4.12).

 

The PLN Property and component claims are defined as electronic mineral claim parcels within the Mineral Administration Registry of Saskatchewan (MARS). As of the effective date of the Technical Report, the two mineral claims comprising the PLN Property are in good standing and are registered in the name of F3 Uranium Corp. As of August 31, 2023, assessment credits totaling $581,881 were available for claim renewal. Assessment credits totaling $101,850 are required to renew the Property claims upon their respective annual anniversary dates. In the absence of sufficient assessment credits, there is a provision in Saskatchewan to keep the claims in good standing by making a deficiency payment or a deficiency deposit.

 

The Minto Property consists of 23 mostly contiguous mineral claims covering an area of 19,864 ha.

 

The Minto Property and component claims are defined as electronic mineral claim parcels within the Mineral Administration Registry of Saskatchewan (MARS). As of the effective date of the Technical Report, all 23 mineral claims comprising the Minto Property are in good standing and are all registered in the name of F3 Uranium Corp. As of August 31, 2023, assessment credits totaling $1,648,939 were available for claim renewal. Assessment credits totaling $419,596 are required to renew the Minto Property claims upon their respective annual anniversary dates. In the absence of sufficient assessment credits, there is a provision in Saskatchewan to keep the claims in good standing by making a deficiency payment or a deficiency deposit.

 

The Broach Property consists of 15 mostly contiguous mineral claims covering an area of 16,008 ha. The Broach Property and component claims are defined as electronic mineral claim parcels within the Mineral Administration Registry of Saskatchewan (MARS). As of the effective date of the Technical Report, all 15 mineral claims comprising the Broach Property are in good standing and are all registered in the name of F3 Uranium Corp. As of August 31, 2023, assessment credits totaling $2,518,957 were available for claim renewal. Assessment credits totaling $351,828 are required to renew the Property claims upon their respective annual anniversary dates. In the absence of sufficient assessment credits, there is a provision in Saskatchewan to keep the claims in good standing by making a deficiency payment or a deficiency deposit.

 

Any surface facilities and mine workings constructed would be located on Provincial lands. The right to use and occupy Provincial lands is acquired under a surface lease from the Province of Saskatchewan. A claim in good standing can be converted to a lease upon application and with the completion of a boundary survey. Leases are for a term of ten years and are renewable. A lease grants the holder the exclusive right to explore for, mine, recover, and dispose of any minerals within the lease lands. Annual expenditures of the lease for years 1 to 10 are C$25/ha, C$50/ha for years 11 to 20, and C$75/ha annually thereafter. A surface lease is for a maximum of thirty-three years.

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To maintain the Property in good standing, exploration on the Property with annual expenditures of C$15/ha to C$25/ha is required.

 

5.2.3Required Permits

 

Permits for timber removal, work authorization, temporary work camp permits, shore land alteration, and road construction are required for most exploration programs from the Saskatchewan Ministry of Environment and Saskatchewan Water Security Agency. Necessary permits are listed:

 

Surface Exploration Permit - general use permit, which lists all the rules and regulations to be followed.

 

Forest product permit if trees are to be cut

 

Aquatic Habitat Protection Permit.

 

Camp permit if there will be a camp on the Property.

 

Term Water Rights License - water use permit(s) for camp use and drilling use

 

If any exploration work crosses or includes work on water bodies, streams, and rivers, the Department of Fisheries and Oceans and the Coast Guard-Transport Canada must be notified. Ice/snow bridges and clear-span bridges do not require approval from the Coast Guard.

 

There are no significant factors or risks known that may affect access, title, or the right or ability to perform work on the Property.

 

5.2.4Encumbrances

 

SLR is not aware of any significant encumbrances to the Project including current and future permitting requirements and associated timelines, permit conditions, and violations and fines.

 

SLR is not aware of any environmental liabilities on the Property. F3 Uranium has all required permits to conduct the proposed work on the Properties. SLR is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform the proposed work program on the Property.

 

No obvious disturbance was noted during the site inspection, except for cut lines for geophysical work, drill pads, and drill roads.

 

5.2.5Royalties

 

There are no royalties associated with the properties.

 

5.2.6Accessibility

 

The PLN, Minto, and Broach properties are located approximately 165 km northeast of Fort McMurray, Alberta. The Properties can be accessed via air charter from Fort McMurray or by all-weather gravel road along Highway 955 (Cluff Lake Mine Road) about 160 km north of La Loche, Saskatchewan. Highway 955 bisects the Properties in a north-south direction. Two four-wheel drive roads branch off from Highway 955 allowing access to the east and west halves of the Properties.

 

La Loche is a remote community in the boreal forest region of northwestern Saskatchewan. It has a population of 2,514 people and offers some basic services such as temporary accommodations, fuel, and emergency medical services (Statistics Canada, 2021).

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The nearest major city to La Loche is Fort McMurray, Alberta, which has an urban population of approximately 76,000 people and offers a greater range of services and facilities (Wood Buffalo Municipal Census, 2021). Fort McMurray also has an international airport that can accommodate fixed-wing aircraft and helicopters for charter.

 

The driving distance between Fort McMurray and La Loche varies depending on the season. During the winter, when the ice roads are open, the fastest route is via AB-881 and SK-956. During the summer, when the ice roads are closed, the access route is via Highway 155, which is considerably slower than in the winter.

 

La Loche can also be accessed from Saskatoon, the largest city in Saskatchewan with a population of about 266,141 people (Statistics Canada, 2021). Saskatoon has an international airport that can accommodate fixed-wing aircraft and helicopters for charter. The driving distance between Saskatoon and La Loche is approximately 600 km via routes SK-155 and SK-55. La Loche can also be accessed from Saskatoon by air. There are several charter companies that operate flights between the two locations.

 

5.3History

 

5.3.1Prior Ownership

 

F3 Uranium (formerly Fission 3.0 Corp) was incorporated in October 2013 as a fully owned subsidiary of Fission Uranium Corp. (Fission Uranium). In November 2013, Fission 3.0 Corp. completed a plan of arrangement involving Alpha Mineral Inc. (Alpha) and Fission Uranium pursuant to which Fission Uranium acquired Alpha’s 50% interest in the Patterson Lake South (PLS) project. As a result of the transaction, certain properties and assets of Fission Uranium, including the Patterson Lake North (“PLN”) Project, became assets of Fission 3.0 Corp, now F3 Uranium. F3 Uranium is no longer a wholly owned subsidiary of Fission Uranium.

 

5.3.2Exploration Development History

 

5.3.2.1Wainoco Oil and Chemicals Ltd. (1969)

 

In 1969, Wainoco Oil and Chemicals Ltd. conducted uranium exploration in the PLN property area. They employed an airborne magnetic and radiometric survey to detect magnetic and radioactive anomalies indicative of uranium mineralization. Additionally, they performed an air photo mosaic analysis to map drainage areas and lineaments, aiming to identify potential uranium deposits; however, the exploration did not yield evidence of uranium mineralization at depth.

 

5.3.2.2Bow Valley Land Co. Ltd. (1969)

 

Bow Valley Land Co. Ltd. conducted uranium exploration in the PLN property area in 1969. Their methods included an airborne magnetic and radiometric survey, aiming to detect anomalies indicative of uranium. They also used photogeologic mapping to analyze surface geology and the extent of Athabasca Basin sediments. Ground inspection of prospective airborne radiometric anomalies was another method employed; however, they did not find evidence of uranium mineralization at depth.

 

5.3.2.3Taneloy Mines Ltd. (1969)

 

Taneloy Mines Ltd. engaged in uranium exploration in the PLN property area in 1969. Their methods encompassed an airborne radiometry survey to detect elevated radioactivity areas, hydro-geochemical sampling to analyze water samples for uranium and other elements, and geological ground reconnaissance and mapping to identify bedrock geology. Despite these efforts, no evidence of uranium mineralization at depth was found.

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5.3.2.4Uranerz Exploration and Mining Ltd. (1974)

 

Uranerz Exploration and Mining Ltd. conducted uranium exploration in the PLN property area in 1974. Their methods included radiometric prospecting and mapping, with a focus on identifying anomalies associated with potential uranium deposits. They also carried out a lake sediment sampling program to assay samples for uranium and other elements. Despite these efforts, they did not discover significant uranium anomalies.

 

5.3.2.5Saskatchewan Mining & Development Corp. (1976–1980)

 

Saskatchewan Mining & Development Corp. (SMDC) conducted a comprehensive uranium exploration program in the PLN property area from 1976 to 1980. They utilized various methods, including an airborne INPUT electromagnetic (EM) survey to identify conductive anomalies, lake sediment sampling to assay for uranium and other elements, boulder and scintillometer prospecting, and ground very-low-frequency (VLF)- EM and time domain EM (TDEM) surveys to investigate conductive swarms. The exploration did not result in evidence of uranium mineralization at depth.

 

5.3.2.6Imperial Oil Ltd. (1977)

 

In 1977, Imperial Oil Ltd. conducted exploration in the Montgomery Lake area, focusing on copper and uranium. Their methods involved lake sampling to analyze sediments and water for copper and uranium, soil sampling and radiometric prospecting, airborne and ground surveys to study the geology. Despite their efforts, they did not find evidence of copper or uranium mineralization at depth.

 

5.3.2.7Canadian Occidental Petroleum Ltd. (CANOXY) (1977)

 

CANOXY investigated uranium mineralization potential in the Patterson Lake area in 1977. They employed an airborne INPUT EM survey to determine the depth and structure of the crystalline basement. Additionally, surface sampling, including alphameter and scintillometer measurements, was conducted. However, the results did not indicate uranium mineralization at depth.

 

5.3.2.8Canadian Occidental Petroleum Ltd. (CANOXY) (1978–1979)

 

In 1978 and 1979, CANOXY continued their uranium exploration efforts. They executed a diamond drilling program specifically in the south part of the PLN property at Sholte and Broach lakes. The focus was on testing the shoulders of aeromagnetic highs and interpreted structural lineaments. The diamond drilling, which totaled 2,880 m in 21 vertical holes, revealed basement rocks divided into Western granites and Eastern metamorphics. However, uranium analyses were low at less than 1.0 ppm in all holes, and no evidence of uranium mineralization at depth was found.

 

5.3.2.9Cogema Resources Inc. (Amok Ltd.) (1990–1998)

 

Between 1990 and 1998, Cogema Resources Inc. (COGEMA) initiated a comprehensive exploration campaign. Their objective was to identify typical Athabasca Basin unconformity-style uranium mineralization associated with basement electromagnetic conductors indicating graphitic shear zones within pelitic metasedimentary rock units. They employed methods including airborne GEOTEM EM surveys, ground UTEM-III surveys, and diamond drilling. The diamond drilling was concentrated on conductive trends to the west of the PLN property. Despite these efforts, definitive evidence of uranium mineralization at depth was not established.

 

5.3.2.10Cogema Resources Inc. (COGEMA) (2004–2005)

 

In 2004 to 2005, COGEMA conducted airborne geophysics surveys on their West Athabasca project in collaboration with UEX Corp. The primary aim was to detect graphitic conductors at or near the basement, associated with potential uranium mineralization. They employed the BHP-Billiton FALCON gravity system, including magnetics and radiometrics. These surveys covered a substantial area north of the PLN property. However, the results did not yield definitive evidence of uranium mineralization at depth.

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5.3.2.11Titan Uranium Inc. (TITAN) (2005–2006)

 

In 2005, TITAN acquired a large land position in the West Athabasca. The land position was split up into several different projects, of which the Castle South block covered the far north section of the PLN property. TITAN commenced a program of extensive airborne MEGATEM electromagnetic and magnetic surveys, contracted to Fugro Airborne Surveys Ltd. (Fugro). The Castle South Extension survey (as Fugro named it) was flown across the Castle South block.

 

Fugro’s interpretation of the Castle South block revealed sharply contrasting strike directions in magnetic features, interpreted as right-lateral strike slip faults. The Total Energy Envelope product of the electromagnetic field correlated in some respects to magnetic lows that are thought to represent felsic lithologies in the crystalline basement. The depth of Athabasca sediments in this area hindered interpretation of the data. In April-May 2009, TITAN commissioned Patterson Geophysics Inc. to perform Pole-Pole Resistivity on four lines that covered parts of the northernmost claims at PLN. The purpose was to locate and characterize weak conductive trends interpreted from data of a MEGATEM® airborne survey and to test magnetic lineaments that are interpreted to correspond to the location of the Beatty River fault system. Zones of low apparent resistivity interpreted to have conductive basement lithology associations were detected and were consistent with the early time MEGATEM Bz08 channel data, and two of the lines displayed resistivity anomalies characteristic of an alteration chimney extending from the basement up into the overlying sandstone.

 

5.3.2.12ESO Uranium Corp. (2005–2007)

 

ESO Uranium Corp. (ESO) conducted exploration in the Hook Lake property between 2005 and 2006. The airborne MEGATEM electromagnetic and magnetic survey was designed to detect bedrock conductors associated with uranium mineralization. The survey indicated bedrock conductors occurring parallel to the north and south shores of Broach Lake. Additionally, ESO collected sandstone boulder samples for geochemical analysis, aiming to detect alteration and geochemical metal anomalies indicative of Athabasca Basin-type uranium deposits within sandstone float and outcrop. Although anomalies were detected, no clearly defined geochemical boulder train anomalies were identified, and definitive evidence of uranium mineralization at depth was not established (source: AF 74F-0016). During Feb-Mar 2007, ESO commissioned a fixed loop time-domain electromagnetic survey on the Broach Lake part of their Hook Lake claim block. The survey’s purpose was to further delineate electromagnetic conductors identified by the earlier MEGATEM airborne survey. A total of 6.5 km of TEM data was collected and indicated a shallow conductive feature dipping shallowly to the southeast.

 

5.3.2.13Purepoint Uranium Group Inc. (PUREPOINT) (2007–2008)

 

During 2007 and 2008, PUREPOINT performed ground geophysical surveying on the West and Central grids of their Hook Lake project, on the southeast side of the PLN property. The 2007 ground geophysics consisted of gradient array IP/Resistivity and pole-dipole array IP/Resistivity surveys, a very small portion of which overlapped the PLN property on the southeast side of Broach Lake. The induced polarization (IP) resistivity sections were examined for Low Apparent Resistivity Chimneys (LARCs) that may represent alteration halos within sandstone overlying conductors. The 2008 ground geophysics consisted of a stepwise moving loop TEM survey carried out by Quantec Geoscience Ltd. between February 18 and March 24, 2008. A very small portion of the survey overlapped onto the southeast corner of the PLN property in the vicinity of the southeast shore of Broach Lake.

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5.3.2.14Strathmore Minerals Corp. (2004–2006)

 

Between July and November 2004, Strathmore Minerals Corp. acquired nine mineral claims totaling 25,316 ha in the Patterson Lake area. During fall 2005 and spring 2006, Aeroquest Ltd. and Fugro Airborne Surveys were contracted to conduct airborne geophysical surveys over the Patterson Lake Property. The intent of the surveys was to map conductive horizons at depth near the sub-Athabasca unconformity. The Aeroquest heli-supported AeroTEM survey covered the entire property at 300 m line-spacing for a total of 970 line- km. Based on the response from the Aeroquest survey, the Fugro MEGATEM survey covered the north claims with a total of 298 line-km.

 

Ground HLEM (maxmin) and Induced Polarization-Resistivity surveys targeted the results of the airborne geophysics and were carried out by Peter E. Walcott and Associates Ltd. in the spring of 2006. Three grids were established over the Grygar Lake, Hodge Lake, and A4-A1 conductor and magnetic/lithology targets, for a total of 25 km of HLEM and IP-DC Resistivity (DCRES) surveying.

 

5.3.2.15Fission Energy Corp. (2006–2012)

 

In 2006, Fission Energy Corp. (FEC) absorbed the Canadian assets of Strathmore Minerals Corp., including the nine claims of the Patterson Lake Property.

 

Work by FEC in 2006 and 2007 included radon cup surveys and diamond drilling. The radon cup surveys were carried out by Alpha-Track Uranium Exploration Services in June and July 2007 over airborne geophysical targets, on a grid on the west side of Hodge Lake and three grids in the northern claim area. Radon cups were buried at 100 m intervals and a total of 1,893 cups were retrieved. In general, background values were very low, reflecting the deep sandstone cover in the area. In October 2007, RadonEX Ltd. was contracted to complete an Electret Ion Chamber (EIC) radon detection survey in the southern portion of the property. In total, 275 stations were recorded on a single grid. The purpose of the survey was to follow up anomalous results from the June 2007 Alpha-Track radon cup survey. The results were confirmed by the EIC survey and further orientation surveys were recommended.

 

In November and December 2007, Fugro conducted a MEGATEM electromagnetic and magnetic survey over the south half of the Patterson Lake Property. This survey was intended to continue coverage from the Strathmore MEGATEM survey that covered the north half of the property in 2006. In total, 749 line-km of data were collected.

 

Between February and April 2008, Peak Drilling Ltd. was contracted to complete nine diamond drill holes for a total of 2,795.22 m drilled on the west side of Hodge Lake and the southwest side of Harrison Lake.

 

In August 2012, Special Projects Inc. was commissioned to perform a high resolution airborne magnetic survey over the south part of the Patterson Lake Property. The purpose was to map geological lithologies and structure. A flight line direction of 90 degrees azimuth and 50 m line spacings were used resulting in 6,574.8 line-km of data collection.

 

A crew of six personnel headed by Dr. Paul Ramaekers collected B-horizon soil samples between August 9 and 22, 2012. An additional set of representative samples were taken along the Cluff Lake Road that traverses the property from south to north. A factor analysis of the 310 soil samples indicated areas anomalous in unconformity uranium indicators in areas that included a known conductive zone beneath Hodge Lake, a mineralized esker system below Broach Lake, and a weaker set of anomalies north of Hodge Lake in the ‘Conductor E’ area.

 

Between September and December 2012 IP-DCRES and Small Moving Loop Time Domain Electromagnetic (TDEM) surveys were carried out by Discovery International Geophysics Inc. and Patterson Geophysics Ltd., respectively. The DCRES survey comprised 30 km of data collection on grid B, while the TDEM survey totaled 69 km of SQUID (Super-conducting Quantum Interfering Devices) data collection on grids B, C, and G4. The resistivity analysis on grid B indicated a typical alteration ‘chimney’ on the west conductor, at the intersection of two interpreted structural features. The TDEM analysis indicated a very good quality conductor (A1) on grid G4, a bowl-shaped conductive feature on the grid B, and a very poor-quality conductor on grid C.

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5.3.2.16Fission Uranium Corp. (Fission Uranium) (2012–2013)

 

In April 2013, Fission Uranium, a wholly owned subsidiary of Fission Energy Corp. (FEC), completed a plan of arrangement whereby Fission Uranium obtained certain assets of FEC including the Patterson Lake Property. The Patterson Lake Property was renamed the Patterson Lake North Property (PLN). In April 2013, Fission Uranium and Azincourt Resources Inc. (Azincourt) entered into a four-year property option agreement whereby Azincourt could earn up to a 50% interest in the PLN property, with Fission Uranium as property operator.

 

During August 2013, Aeroquest Airborne carried out a helicopter-borne versatile time domain electromagnetic (VTEM max) geophysical survey over the north portion of the Patterson Lake North Property. A total of 303 line-kilometers of geophysical data were acquired during the survey. Flight lines were oriented in an east-west direction and spaced at 400 m apart. The survey was successful in identifying the A4, Block A, U, and N conductor trends.

 

In October 2013 an Internal Field Gradient test survey was conducted by EMPulse Geophysics Ltd. in the Minto Lake area. Fifty-one stations at 100 m spacing were doubly collected on a single survey line for 5.0 line-km of coverage. Three clear gradient anomalies at stations 15, 18, and 20 were evident with a possible fourth anomaly at station 26. It appeared that the gradient anomaly at station 15 was due to a deep basement conductor while the anomalies at stations 18, 20, and 26 were structural, possibly due to faults.

 

5.3.2.17Fission 3.0 Corp. (2013-2018)

 

The PLN Property became part of the Fission 3.0 Corp. (Fission 3.0) portfolio as a result of the Fission Uranium/Alpha Minerals agreement in December 2013. Fission 3.0 continued as operator of the property option agreement with Azincourt Resources Inc.

 

During December 2013 through to March 2014 Discovery Int’l Geophysics Inc. carried out high temperature (HT) SQUID and coil moving-loop TEM surveys over the A4 Extension, Broach Lake, and Regional Sideline grids. A total of 59.8 km of slingram moving-loop transient EM data were collected over 15 profile lines distributed among the three survey grids. The Broach Lake survey identified three weak to moderate conductors, the Regional Grid results indicated a wide complex conductor system, and the A4 Extension survey showed relatively high conductivities with shallow dips to the west.

 

During April to August 2014, Patterson Geophysics Inc. conducted DC resistivity surveys. In total the surveys comprised 34.0 km of pole-dipole in the Broach Lake grid area and 61.2 km of indirect pole-pole in the North Grid area. Two significant resistivity low anomalies were identified in the Broach Lake area, and also two significant resistivity anomalies in the lower sandstone bench at the North Grid.

 

From January to March 2014 RadonEX Ltd. conducted electret ionization chamber (EIC) radon in lake water and radon in lake sediment surveys over select geophysical targets located in the southern parts of Harrison and Hodge Lakes. At Harrison Lake, initial results were encouraging and a total of 100 radon-in- water and 10 radon-in-sediment samples were collected. At Hodge Lake a total of 120 radon-in-water and 12 radon-in-sediment samples were collected, with inconclusive results.

 

5.4Geologic Setting and Mineralization

 

5.4.1       Regional Geology

 

The Athabasca Basin is a large, Paleoproterozoic-aged sedimentary basin covering much of northern Saskatchewan and part of northern Alberta (Jefferson et al., 2007). At surface, the basin is an oval shape and covers an approximate dimension of 450 km by 200 km and covers over 85,000 km2.

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The basins geology is dominated by two lithological elements: (i) Polydeformed metamorphic basement rocks of Archean and Proterozoic age, which is overlain unconformably by (ii) 100 m - 1000 m of flat lying to gently dipping, post-metamorphic quartz sandstone of the late Proterozoic Athabasca group.

 

5.4.2Crystalline Basement

 

The crystalline basement underlying the basin consists of three major lithotectonic zones. The Talston magmatic zone (TMZ), the Rae Province and the Hearne Province form the basement assemblage. The TMZ underlies the far western side of the basin with the Rae underlying the center and the Hearne underlying the east. The Rae province consists mostly of metasedimentary supracrustal sequences as well as granitoid rocks. The Hearne province consists of primarily granitic gneiss. The TMZ is characterized by a variety of plutonic rocks within an older basement complex (McNicoll et al., 2000). These rocks vary widely in composition from amphibolites to granitic gneiss to high-grade pelitic gneiss.

 

The Rae and Hearne provinces are separated by the large-scale northeast-southwest Snowbird Tectonic Zone. The Snowbird Tectonic Zone is locally referred to as the Virgin River shear zone at the south end of the basin and the Black Lake fault at the north. Other major fault zones include the Grease River shear zone, Black Bay fault, Cable Bay shear zone and Tabbernor-type (regional north-south trending) fault zones.

 

Prior to the deposition of the Athabasca group sediments, the metamorphic rocks of the Rae, Hearne and TMZ experienced a period of erosion, weathering, and non-deposition. The top of the crystalline basement tends to show intense weathering (MacDonald, 1980): a thin, bleached zone at the unconformity is followed by a hematite-stained unit of weathered metamorphic rocks slowly changing into a green zone where mafic minerals have been altered to chlorite. The zone of intense chloritization slowly dissipates with depth. This sequence can commonly be distinguished in drill core on the PLN property.

 

5.4.3Athabasca Group

 

The Athabasca group is interpreted to have been filled over 200 Ma during four major depositional sequences which coalesced into a single basin (Ramaekers et al., 2007). The sediments within the basin are dominated by unmetamorphosed, siliciclastic, conglomeratic sandstones. The basin is relatively flat lying with a gentle dip towards the center of the basin and a steeper dip in the northern, southern and western portions. The maximum depth established by drilling was 1,500 m with most of the basin thought to be 100 m -1000 m in depth. Much of the sediment within the basin shows a variable range of hematite alteration.

 

The five regional sequences of fluviatile sands and gravels filled five subbasins within the Athabasca basin from different directions. Sequence 1 is the Fair Point Formation. Sequence 2 begins with the sandy Smart Formation in the west and is overlain by the Manitou Falls Formation. Sequence 3 includes Lazenby Lake and Wolverine Point Formations. Sequence 4 comprises of the Locker Lake, Otherside, Douglas and Carswell Formations (Ramaekers et al., 2007).

 

5.4.4Quaternary Geology

 

The thickness of Quaternary Sediments is highly variable around the Athabasca basin ranging from 0 m at Key Lake to over 100 m at Patterson Lake North. Bedrock is rarely exposed within the basin with quaternary material covering almost the entire land surface. Drumlins, Eskers and other glacial landforms dominate the landscape. These features generally show a north-easternly orientation.

 

5.4.5Local Geography

 

The Projects are located within two domains: Clearwater and Lloyd. The Clearwater Domain divides the Lloyd Domain, which was previously known as the Western Granulite and the Firebag domains. The divisions of the Lloyd Domain are situated to the east and west of the Clearwater Domain, respectively. The Clearwater Domain is not well defined due to limited surface exposure and defined mainly by an aeromagnetic high superimposed over the Lloyd Domain. Drilling suggests the domain consists primarily of equigranular granite, porphyritic granite, and felsic to intermediate gneiss. This domain represents a mobile zone with middle amphibolite facies metamorphic conditions, where Hudson age tectonic and metamorphic events are probable (Lewry & Sibbald, 1980). This domain provides good source rocks for uranium and are believed to be intrusive in origin.

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The Lloyd Domain to the west of the Clearwater Domain consists primarily of Proterozoic age (Card et. al. 2007) series of granulite facies metamorphic grade granodioritic, granitic, gabbroic, and layered and blue quartz bearing gneisses. Smaller amounts of anorthosite, quartzite and pelitc gneiss have been interpreted.

 

The Lloyd Domain lying to the east of the Clearwater Domain is older than the Clearwater and consists of an assemblage of cataclysmically deformed and retrogressively metamorphosed gneisses and granulite facies described in three major groups: granitic and granodioritic gneiss; quartz-sericite, chlorite gneiss; and garnetiferous pyroxene granulites.

 

5.4.6Property Geology

 

The Properties are located along the southwestern rim of the Athabasca basin. Only the Minto property is fully contained within the basin whereas the PLN and Broach properties lie along the basin’s edge. The underlying Lloyd Domain basement rocks are primarily Archean orthogneisses. In structurally deformed areas, uranium mineralization occurs in an environment provided by graphite-rich orthogneisses and granitoids. The crystalline basement is overlain by flat-lying sandstones with conglomeratic horizons, which constitute the Proterozoic Athabasca Group. The PLN Project is almost entirely within the Athabasca Basin, with the exception of a three-kilometre long northeast trending basement ridge near the A1 area on the PLN property, which lacks sandstone cover. Thick sandy quaternary glacial deposits cover all the Properties.

 

High-grade uranium mineralization is found in an area of the PLN property called the JR Zone. Extensive mineralization has been intersected in multiple drill holes revealing massive uraninite vein-type mineralization within a structurally deformed area. Surrounding this high-grade uraninite mineralization is highly bleached and chloritized wall rock. This rock hosts a lower grade of uraninite mineralization, which has a wormy texture.

 

5.4.7Smart Lake Formation

 

The Smart Lake formation is a uniform, fine to coarse quartz arenite with horizontal bedding and sparce isolated pebbles increasing in abundance in the down hole direction. This formation is thought to lie unconformably on the crystalline basement in the northern portions of the Minto Property.

 

5.4.8Manitou Falls Formation

 

The Manitou Falls Formation is the most widespread sandstone unit located across the properties. In many areas, especially within the PLN and Broach properties, this geological unit lies unconformably on the crystalline basement. The Manitou Falls Formation also lies unconformably on the Smart Lake Formation where Smart Lake is present. The Manitou Falls Formation consists of sandstones and pebbly sandstone and occasionally, thin well laminated fine sand to mudstone beds. Most of the sandstone intersected in drilling on the properties is interpreted to be from the Manitou Falls Formation.

 

5.4.9Lazenby Lake Formation

 

When present, the Lazenby Lake Formation sits unconformably above the Manitou Falls Formation and is characterized by a moderately sorted, fine-coarse pebbly sandstone with a thin basal conglomerate (Ramaekers et al., 2007). Although this formation is interpreted to lie over parts of the PLN, Minto and Broach properties it has been difficult to distinguish in drill core.

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5.4.10Quaternary Geology

 

Quaternary overburden covers all the properties. Drilling indicates overburden depths range from approximately seven metres in the center of the Minto property to over 100 m in the southern sections of the PLN and Broach Lake properties. Overburden has been reworked by glaciation leaving drumlins, eskers, and moraines on the properties. Overburden consists mainly of arenite with larger boulders and till.

 

5.4.11Mineralization

 

Appreciable high-grade mineralization is known to occur on the PLN Property in a zone which has been named the JR zone. Currently, the JR zone has been defined by 52 drill holes. Uranium mineralization of the JR zone is hosted within metamorphosed basement lithologies within a large-scale, deep-rooted fault- system referred to as the A1 conductor Main shear zone (MSZ) that dips toward the southwest. The A1 EM conductor, located at the western edge of the PLN property, extends for roughly 2.65 km, and trends NW- SE. The geological analogue of the EM conductor is termed the A1 main shear zone; it is a reverse fault system comprised primarily of brittle and ductile deformed graphitic- and sulfide-rich gneisses and granitoids. Mineralization has been intersected along a strike extent of approximately 165 m between grid line 030N to 135S. The widest mineralized interval to date was observed in hole PLN23-068 with 18.0 m (230.5 m to 248.5 m), averaging 8.8% U3O8 including 4.5 m (235.0 m to 239.5 m) averaging 30.1% U3O8. Shallow drilling angles allow for nearly perpendicular testing of the A1 shear zone. The upper extent of the mineralized zone is approximately 200 m vertically below surface, beneath approximately 120 m of till overburden and 60 m of Athabasca sandstone.

 

The location of mineralization within the main shear zone is variable; although generally hosted near the footwall side of the deformation zone, this is not always the case and varies along strike. Within high grade mineralization, alteration is intense and often replaces or overprints the primary mineralogy of the host rock with only a weakly defined remnant texture remaining. Around and within the main shear zone at JR the dominant alteration styles are bleaching, clay, chlorite, and abundant fine-grained sericite Brick-red hematite is primarily observed within the hanging wall above the main shear zone, but discrete sections of hematite alteration can are observed within the shear zone occasionally along with lesser common limonite. Graphite and sulfides are still observed locally either separately or together, usually near lower grade areas of the JR zone.

 

The basement shear zone hosted mineralization on the PLN Property occurs in a variety of styles including fine-grained disseminated veins, nodular or blebs, as well as massive to semi-massive high-grade pitchblende. The high-grade sections are often associated with strong clay alteration and in some cases extreme bleaching displaying a “wormy” texture with a strong contrast between the jet-black pitchblende and bone white colored clays. High-grade semi-massive sections have been recorded with up to 4.5 m wide at PLN23-068 (235.0 m to 239.5 m) averaging 30.1% U3O8. Grades with massive and semi-massive sections are also very strong and highlighted at PLN22-035 with 1.0 m (263.0 m to 264.0 m) averaging 59.2% U3O8. At the time of the technical report, no mineralization has been intersected within the overlying Athabasca Sandstone or at the Athabasca unconformity, although basement mineralization is near the Unconformity. Mineralization has been observed as close as eight metres to the unconformity in hole PLN23-068. The Athabasca sandstone above the JR zone is heavily altered and often very fractured or unconsolidated and poor recovery is common. The sandstone commonly displays dark brown sulfide staining, strong silicification, dissolution and clay alteration. Based on portable infrared mineral analyzer (PIMA) analysis the dominant clay species above the JR zone is primarily Kaolinite. Approaching the unconformity, strong boron anomalies are commonly observed.

 

5.4.12Deposit Types

 

The JR Zone is an example of a basement-hosted, structurally controlled uranium prospect. It was discovered by F3 Uranium during the fall 2022 drilling program on the PLN Property. It was associated with off-scale radioactivity (>65,535 cps) within the A1 main shear zone and is associated with massive pitchblende mineralization. Since the initial discovery, follow-up drilling has expanded the JR Zone along strike and up-dip toward the Athabasca unconformity. This indicates a close association of the JR Zone with the Athabasca Group unconformity. The geological setting encountered during drilling showed structural complexity like that of the primary conductor at Fission Uranium’s PLS project which is interpreted as a basement-hosted, structurally controlled, high-grade Athabasca unconformity-type uranium deposit (Bingham and Leqault, 2018).

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The unconformity between the Athabasca Group sediments and the underlying basement rocks is a favorable setting for uranium deposits. The JR zone is a mineralized zone that occurs within the basement rocks, close to the unconformity. Drill planning continues to test the basement hosted uranium mineralization but also aims to explore the potential for uranium enrichment at or above the unconformity in the overlying sandstone layer.

 

Uranium deposits have been identified in various regions of Saskatchewan and Alberta, specifically at, above, and beneath the unconformity of the Athabasca Group. The uranium mineralization can be found deep within the basement or elevated up to 100 m in the sandstone (Zenghua et al., 2017). At Fission Uranium’s PLS property located to the southeast of PLN, Minto, and Broach properties, uranium has been detected in minor quantities in the overlying Devonian sediments and discovered in the basement at depths ranging from immediately at or just below the unconformity to 400 m beneath it (Ghaffari et al., 2023). Uranium typically manifests as uraninite/pitchblende, forming veins and semi-massive to massive replacement bodies. Most often, mineralization is spatially linked with steeply inclined, graphitic basement structures that have extended into the sandstones and displaced the unconformity during successive reactivation events. These structures are believed to represent significant fluid pathways as well as chemical/structural traps for mineralization over geological time. The reactivation events likely introduced additional uranium into mineralized zones and facilitated remobilization (Johnstone et al., 2021).

 

Uranium deposits associated with unconformities are typically found in the form of pods, veins, and semi- massive replacements, primarily composed of pitchblende, near the basal unconformities, particularly those between Proterozoic conglomeratic sandstone basins and metamorphosed basement rocks (Jefferson et al., 2007). These prospective basins in Canada are filled with thin, relatively flat-lying, and pervasively altered Proterozoic conglomerate, sandstone, and mudstone (Jefferson et al., 2007). The basement gneiss was intensely weathered and deeply eroded, with variably preserved thicknesses of reddened, clay-altered, hematitic regolith grading down through a green chloritic zone into fresh rock. The basement rocks typically comprise highly metamorphosed interleaved Archean to Paleoproterozoic granitoid and supracrustal gneiss including graphitic metapelite that hosts many of the uranium deposits. The U-Pb isochron ages on pitchblende range from 1,600 Ma to 1,350 Ma. Mines consist of various proportions of two styles of mineralization: monometallic pitchblende that fills veins, breccia fillings, and replacements in fault zones; and polymetallic replacement pitchblende that forms lenses just above or straddling the unconformity.

 

Reactivated basement faults and two distinct hydrothermal fluids characterize the Athabasca unconformity- type uranium deposit model. These faults, which are typically rooted in basement graphitic gneiss, exhibit brittle reactivation that extends upward through the overlying sandstones, providing a conduit for the mineralizing system. One of the essential fluids is reducing in nature, originating from the basement and channeled along basement faults (Alexandre et al., 2005).

 

Two primary types of deposits have been identified within this model: sandstone-hosted egress-type and basement-hosted ingress-type (Quirt, 2003). The former, exemplified by Midwest A, involves the mixing of oxidized sandstone brine with relatively reduced fluids emanating from the basement into the sandstone. The latter, represented by deposits like Triple R and Rabbit Lake, are formed by fluid-rock reactions between oxidizing sandstone brine entering basement fault zones and the wall rock. Both types of mineralization occur at sites where a spatially stable redox gradient/front is present due to the interaction of basement-sandstone fluid.

 

While these deposits can be high-grade, with uranium concentrations ranging from a few percent to 20% U3O8, they are not physically extensive. They typically span 100 m to 150 m in length and a few metres to 30 m in width and/or thickness (Jefferson et al., 2007). Egress-type deposits are often polymetallic (U-Ni- Co-Cu-As) and generally trace the path of the underlying graphitic gneisses and associated faults along the unconformity (Jefferson et al., 2007). In contrast, ingress-type deposits, which are essentially monomineralic uranium deposits, can exhibit more irregular geometry (Jefferson et al., 2007).

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Uranium deposits of the unconformity-type are characterized by extensive alteration halos. These halos are relatively confined in the basement but expand significantly as they ascend into the Athabasca Group, extending tens to over a hundred metres above the unconformity. The presence of hydrothermal alteration is indicated by various markers such as chloritization, tourmalinization (indicated by high boron and dravite), multiple instances of hematization, illitization, silicification/de-silicification, and dolomitization (Jefferson et al., 2007; Hoeve, 1984; Hoeve and Quirt, 1987).

 

5.5Exploration

 

5.5.1Summary

 

In August 2018, a MobileMT airborne geophysical survey was conducted by Expert Geophysics as a test in the area of the ‘N’ VTEM conductor northwest of Minto Lake. The single test line was flown for nine kilometres in a northeast direction.

 

During December 2021 to January 2022, a Small Moving Loop Electromagnetic Survey (MLTEM) and a Pole-Dipole DC Resistivity Survey (DCRES) were carried out in the Broach Lake area by Discovery International Geophysics Inc. to define drill targets on the ground. A total of 12.9 km of MLTEM and 16.0 km of DCRES data was collected. Modeling and inversion of the datasets provided drill target locations.

 

During May to June 2022, further MLTEM and DCRES surveys were carried out by Discovery International Geophysics Inc., in the area of the A1 conductor (G4 grid) southwest of Harrison Lake. A total of 4.9 km of MLTEM and 13.95 km of DCRES data was collected. Modeling and inversion of the datasets provided drill target locations.

 

In June 2023 Rekon Solutions Inc. was contracted to complete a drone-supported Lidar survey to obtain high resolution elevation data covering an area of 983.8 ha in the A1 conductor (G4 grid) area.

 

In August 2023, Expert Geophysics Ltd. was commissioned to complete a helicopter borne MobileMT electromagnetic and magnetic survey over the A1 and PLN survey blocks. The purpose was to map bedrock structure and lithology including possible alteration and mineralization zones. A total of 2,281 line-km was flown within two blocks.

 

5.6Drilling

 

Diamond drilling on the Properties is the principal method of exploration and delineation of uranium mineralization after initial targeting using geophysical surveys. Drilling can generally be conducted year- round on the Properties.

 

To date, F3 Uranium and its predecessor companies have drilled a total of 143 drill holes totaling 49,945 m of drilling.

 

The following subsections provide descriptions of drilling completed on the Properties from 2008 to date. During the 2013 exploration program, the 2008 drill hole locations were re-surveyed. SLR is not aware of any drilling, sampling, or recovery factors that could materially impact the accuracy and reliability of the results.

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5.6.1Patterson Lake North Project

 

5.6.1.12008 Drilling

 

Between February 6 and April 15, 2008, Fission contracted Peak Drilling Ltd. of Courtenay, British Columbia, to conduct drilling operations over the PLN Property. In total, 15 drill holes were attempted, of which six holes totaling 2,121 m were completed. All holes were drilled vertically. As they were reconnaissance-scale holes, downhole deviation surveys were performed on only three drill holes due to technical problems with the tool and only minor deviation from vertical is assumed for the remaining completed holes. Nine holes had to be abandoned due to difficult overburden drilling conditions and thicknesses similar to the experiences in the 2006 and 2007 exploration programs. A downhole gamma survey was completed on three holes.

 

5.6.1.22014 Winter Drilling

 

A drilling program consisting of five land- and ice-based diamond drill holes totaling 1,729.0 m was conducted from January 14 to February 9, 2014, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling targeted electromagnetic conductors identified by ground electromagnetic surveys.

 

The A1 EM conductor was defined over 1.2 km in strike-length and its associated structure was successfully intercepted with four drill holes (PLN14-010, 011, 012, and 013). The structure, a mylonitic graphitic and sulphide rich pelitic gneiss, is geologically analogous to the PL3B conductor at Fission Uranium’s adjacent Patterson Lake South (PLS) project, along which high-grade uranium mineralization continues to be intercepted.

 

Drill holes PLN14-015/A were designed to test the B1 conductor along an inferred structure offsetting the A1 and B1 conductors. Due to the significant depth of Harrison Lake and challenging underlying overburden conditions the hole was lost during two attempts without reaching bedrock after casing to depths of 92.0 m and 116.0 m.

 

Pathfinder geochemistry indicated increased prospectivity along strike to the north and away from the southern terminus of the A1 ground EM conductor, where future drill programs will further test the A1 conductor.

 

The A3 EM conductor was drill-tested with one drill hole (PLN14-014); no graphitic or sulfidic lithologies to adequately explain the conductor was intercepted. Clay alteration near the top of the hole, although hosted within a non-prospective lithology, may indicate that the conductor was overshot. Re-visiting this target could be considered for future programs but does not represent an immediate priority due to the weak properties of the EM conductor in terms of conductivity thickness and overall length.

 

5.6.1.32014 Summer Drilling

 

A diamond drill program consisting of six land-based holes totaling 2,127 m was conducted from June 15 to July 16, 2014, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling followed-up prospective lithologies, structures and alteration as intersected during the Winter 2014 drill program and on electromagnetic conductors identified by ground electromagnetic surveys. Specifically, the drilling was mainly focused on further exploring and testing the A1 conductor that had been defined in the winter of 2014.

 

Five inclined drill holes (PLN14-016, PLN14-017, PLN14-018, PLN14-019 and PLN14-020) further testing the A1 conductor along 750 m of strike were completed to planned depths.

 

PLN14-017 and PLN14-019 both intersected radioactivity greater than 300 cps as measured on the GR- 110 handheld scintillometer.

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PLN14-019 intersected significant radioactivity which was confirmed by geochemical analysis and returned 397 ppm Uranium (or 0.047% U3O8) over 0.5 m within a broader six metre interval from 193.0 m to 199.0 m averaging 105 ppm Uranium (or 0.012% U3O8). Additionally, highly anomalous uranium concentrations (35 ppm) were found within the Athabasca Sandstone from 118.0 m -118.5 m.

 

The A4 conductor, as defined by a ground TDEM survey, was carried out in January 2014 and was successfully drill tested with one vertical hole (PLN14-021). However, no anomalous radioactivity was intersected.

 

5.6.1.42019 Winter Drilling

 

A diamond drill program consisting of eight land-based holes totaling 2,051 m (including two drill holes lost due to bad ground conditions) was conducted from January 4 to February 6, 2019, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling followed up prospective lithologies, structures and alteration but was primarily aimed to follow up results from historic drill hole PLN14-019 (6.0 m at 0.012 U3O8).

 

All six follow up drill holes failed to intersect significant anomalous radioactivity. Somewhat encouraging were the presence of millimeter scale black uranium flecks, presumably pitchblende, which correlated to slightly elevated radioactivity in PLN19-023B. At the end of the winter 2019 program the A1 conductor has been tested over 2.0 kilometers of strike length. Approximately 700 m of strike length remained within the PLN property boundaries. Due to the presence of anomalous uranium values including visible pitchblende mineralization and associated alteration, the systematic drill testing of the remaining 700 m of conductor strike was warranted and recommended.

 

5.6.1.52022 Winter Drilling

 

A diamond drill program consisting of eight land-based holes totaling 4,172 m (including two drill holes lost and restarted due to bad ground conditions) was conducted from January 13 to March 23, 2022, by Bryson Drilling Ltd. on behalf of Fission 3.0 Corp. Drilling was aimed to test new conductors identified by historical ground geophysical work done in the N Conductor area as well as new geophysical work at Broach Lake done in 2021 that has been described in section 7.1 of this report.

 

Seven of the eight holes targeted the Broach Lake Conductor (Broach), and one targeted the N Conductor (Minto). PLN22-029 was an angled hole aiming to define the N conductor. Notable results include 1050 ppm - 1780 ppm boron from 560 m - 605 m. Additionally, the hole intersected anomalous radioactivity from 773.1 m -777.1 m, with an average of 19 ppm U Td.

 

Anomalous boron was intersected in holes at Broach Lake, the most notable was in hole PLN22-033, which detected 1510 ppm from 217.7 m - 218.2 m, in unconsolidated, altered sandstone.

 

5.6.1.62022 Fall Drilling

 

A diamond drill program consisting of eight land-based holes totaling 3,223 m was conducted from November 10 to December 11, 2022, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of Fission 3.0 Corp. Drilling was aimed to further test the A1 conductor along strike based on updated geophysical models developed from new geophysics done in the areas since drilling in 2019 and to follow up on historic drilling of the A1 conductor. To overcome the challenges of casing overburden faced by previous drill programs, a sonic drill was employed to enable shallow angled holes. PLN22-034, PLN22-036 and PLN23- 037 were all successful in intersecting the A1 conductor, and geochemistry indicated elevated base metals in the shear zone as well as elevated Boron in some samples, but no anomalous radioactivity was detected.

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5.6.1.7PLN22-035 (JR Zone Discovery Hole)

 

An angled hole aimed to test the northwest extent of the A1 conductor at the same elevation of the anomalous radioactivity and elevated uranium observed in PLN14-019. The drill hole intersected broken dark brown sandstone with poor recovery and variable silicified fractures and dissolution. The unconformity at 227 m was unconsolidated and very friable and the top of basement was heavily hematite altered with patchy silicification and minor bleaching. At approximately 242.0 m, the rocks display evidence of shearing and started to become strongly bleached and clay altered. The A1 main shear zone was intersected from 252.0 m - 289.2 m where the basement is very broken-up and intensely altered including variable bleaching, clay, silicification and chlorite alteration as well as pervasive sericite alteration. Strongly anomalous radioactivity was recorded including a maximum of off scale radioactivity (>65,535 cps on the RS-125 Spec) in a zone of massive black pitchblende. Geochemical assays indicated the following:

 

15.0 m at 6.97% U3O8 (257.5 m - 272.5 m), including:

 

5.5 m at 18.6% U3O8 (260.0 m - 265.5 m), further including:

 

1.0 m at 59.2% U3O8 (263.0 m - 264.0 m)

 

Following the high-grade discovery at PLN22-035, holes PLN22-038, PLN22-039, PLN22-040, PLN22-041 were prioritized to further test the zone. All follow up holes intersected the A1 shear zone and further high- grade mineralization. The new discovery is named the JR zone. A mine grid was established perpendicular to the strike of the A1 EM conductor with PLN22-035 on line zero. From there, the grid extends in 15 m increments grid north and grid south; subsequent references to grid lines reference the distance in meters north or south along the grid from the discovery drill hole.

 

5.6.1.82023 Winter Drilling

 

A diamond drill program consisting of twenty-one land-based holes totaling 7,575 m was conducted from January 8 to March 23, 2023, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of F3 Uranium. Drilling was aimed to further test the newly discovered JR zone that was intersected in the Fall 2022 program.

 

Drilling focused on expanding the JR zone along strike and up-dip toward the unconformity. The JR zone was successfully expanded to 105 m in length. Drilling highlights include PLN23-060 which intersected 14.5 m of mineralization at 9.4% U3O8. The intercept included 2.5 m of massive pitchblende assaying a 45.6% U3O8. PLN23-048 returned 13.5 m of mineralization at 5.3% U3O8. The zone remained open in all directions with follow up drilling planned for summer 2023.

 

5.6.1.92023 Summer Drilling

 

A diamond drill program consisting of thirty-eight land-based holes totaling 13,542 m was conducted from June 9 to September 11, 2023, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of F3 Uranium. The main objective was to further test and expand the JR zone as well as continue to explore along the A1 conductor and test the parallel B1 conductor that was previously only defined by geophysics. Drilling expanded the JR zone approximately 156 m along strike and also in an up-dip direction as close as eight metres to the Athabasca.

 

5.6.1.10Unconformity

 

Drilling highlights from summer 2023 include hole PLN23-068, which intersected 19 m of mineralization from 228.0 m -247.0 m including six meters of off-scale radioactivity.

 

In addition to expanding the JR zone, multiple holes were planned to test along the A1 conductor along strike roughly 2,600 m to the southeast. In nearly all cases, the A1 shear zone was successfully intersected but no anomalous radioactivity was detected.

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The program also targeted a modeled EM conductor that runs parallel to the A1, named the B1 conductor. This conductor was successfully intersected with hole PLN23-078 on line 2640S. The conductor was defined with graphite-rich laminations and common sulfides distributed throughout. Additional smaller parallel shear zones were also intersected and accompanied by weak clay alteration, graphite-rich gouge and sulfides.

 

Following the intersection of the B1 conductor, a follow-up hole, PLN22-093 was planned to test the conductor on line 3450S. Athabasca Sandstone recovery was extremely poor due to unconsolidated sand and sandstone dissolution. Large-scale sandstone dissolution is interpreted to be indicative of intense alteration above the projected B1 shear zone. The Athabasca Unconformity was intersected deeper than expected. The top of basement exhibited strong clay alteration with varying bleaching and hematite alteration and clay and sericite rich shear zones. No anomalous radiation was detected, and the hole was terminated at 578.0 m. Reinterpretation using the actual unconformity depth indicates that the hole was approximately 100 m up-dip of the B1 Main Shear projection to the unconformity.

 

PLN23-095 targeted the top of the A1 main shear zone and the B1 shear zone at depth, on line 2610S. The A1 main shear zone was intersected and consisted of clay altered and weakly graphitic rock with numerous smaller clay-rich faults. The B1 main shear zone, where intersected, is graphite-rich and broken with some clay faults followed by additional stacked shear zones over a 50 m wide interval. Anomalous radioactivity of 300 cps was recorded, which was the first anomalous radioactivity recorded in association with B1 shear zone complex.

 

5.6.1.112023 Fall Drilling

 

A diamond drill program consisting of 15 land-based holes totaling 6,267 m was conducted from September 12 to December 10, 2023, by Bryson Drilling Ltd. and Boart Longyear Ltd. on behalf of F3 Uranium. The purpose of the 2023 fall drilling was to 1) continue to expand uranium mineralization at the JR Zone and 2) follow up on the 2023 summer drilling results along the A1 and B1 conductors. Assay results of this drilling are currently in progress and are not yet available for review. Highlights of the 2023 fall drilling include:

 

PLN23-101 in the JR Zone intersected mineralization over a 10.50 m interval, including 1.42 m of high grade (>10,000 cps), of which 0.50 m was up to 54,400 cps radioactivity between 228.50 m and 229.00 m, extending mineralization up dip on line 015S from PLN23-044.

 

PLN23-102, located 3.4 km south of the JR Zone, is the second hole to intersect anomalous radioactivity along the recently discovered and highly prospective B1 Shear Zone (B1). A handheld spectrometer measured 1,000 cps at a depth of 411 m. Hole PLN23-102 was drilled 840 m along strike to the south of PLN23-095 which was the first hole to encounter anomalous radioactivity at B1. The B1 conductor is parallel to the A1 Main Shear Zone, which hosts the JR Zone.

 

Holes PLN23-102, 105, and 107 had abundant core loss in the overlying sandstone, which is interpreted to be due to the dissolution of sandstone. In contrast, hole PLN23- 111 had improved sandstone recovery. This included more than 80 m of intense brecciation, faulting, local silicification, and clay alteration within the sandstone, along with significant dravite near the unconformity. Additionally, the drill hole intersected 13.6 m of a graphitic and clay-altered shear zone located approximately 90 m below the unconformity.

 

The southern end of the A1 trend features significant vertical displacement; drill holes PLN23- 078 and PLN23-095 (section line 2640S) were cored into bedrock with no Athabasca Sandstone present. Drill holes located grid south, including PLN23-115 and PLN23-111, have approximately 230 m of sandstone cover; this indicates the presence of a vertically offsetting and likely cross-cutting structure.

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5.6.2Drilling Methodology and Procedures

 

Drilling at the Project was completed using diamond coring method using a Zinex A5 diamond drill rig. A Boart Longyear LS 600 sonic drill rig began casing the overburden in the fall of 2022 using large-diameter sonic casing to penetrate through quaternary sediments and installing smaller sized casing. Once casing was set, the sonic rig was moved off collar. The diamond drill was then moved on, and regular coring commenced with NQ-sized drill steel, which has an inside diameter of 60.2 mm. In some cases, when the NQ was refused, it was reduced to BQ-sized drill steel with an inside diameter of 46.1 mm. This process continued until the completion of the hole. The procedures used through all drilling campaigns are well documented in standard operating procedures and manuals.

 

Drill holes are generally drilled on 15 m spaced sections, with 10 m to 15 m drill hole spacings. Before Fall of 2022, vertical and inclined drill holes were used to target the mineralization, although most holes are steeper than -70°. Starting with the fall program of 2022, the use of the sonic drill to set casing allowed for shallower drill holes up to -45°. Drilling was largely designed to intersect the mineralized zones at roughly true thickness.

 

All mineralized and non-mineralized holes within the vicinity of the JR Zone deposit had a Van Ruth cementing plug set 20 m to 30 m below the shear zone and cemented to the top. Starting at PLN23-091, holes were cemented from hole bottom. The top 30 m of all non-mineralized holes outside the deposit areas are cemented as per Saskatchewan Ministry of Environment regulations.

 

5.6.2.1Drill Hole Surveys

 

Holes were located on the mine grid, and collar sites were surveyed by differential GPS using NAD83 and UTM Zone 12. The collar locations were surveyed with a Trimble R10 RTK GPS system.

 

5.6.2.2Downhole Orientation Surveying

 

Prior to drilling a hole, the drill rig is aligned with a TN-14 Rig Aligner to ensure it is set to the correct azimuth and inclination. F3 Uranium has used the TN-14 Rig Aligner for all drill holes since 2019.

 

Prior to 2019, downhole surveys were completed with either a Reflex EZ-Shot, a Reflex Gyro instrument, or a combination thereof. The Reflex EZ-shot, a single point instrument, was used to obtain dip and azimuth measurements at specified intervals down the hole, with an initial test taken below the casing and a final test at the bottom of the hole. By Winter 2022, the Reflex EZ-shot was used for ongoing drill hole surveys, while the end of hole orientation survey was primarily done with the SPT GyroMaster.

 

The SPT GyroMaster, a continuous multi-point instrument unaffected by magnetics, allows measurements to be made through drill rods. It was employed starting in the winter of 2019 and by the fall of 2022, all downhole orientation surveys were performed with this instrument.

 

5.6.2.3Downhole Radiometric Surveys

 

Exploration drilling for uranium is unique due to the radioactive nature of uranium. Probes that measure the decay products or “daughters” can be measured with a downhole gamma probe; this process is referred to as gamma logging.

 

All holes were systematically probed within the rods using a Mount Sopris 500 m (4MXA-1000) or 1,000 m (4MXC-1000) winch. Prior to 2022, the Matrix logging console, and either a 2PGA-1000,2GHF-1000 or QL40-GRA (SN5484) total gamma count probe were utilized upon completion of the hole.

 

From 2022 to present, all unmineralized or weakly mineralized holes are surveyed using a single crystal (Sodium Iodide, or NaI) QL40-GRA natural gamma ray probe (SN5484).

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The probes are calibrated by running them in test pits maintained by the Saskatchewan Research Council (SRC) facilities in Saskatoon, Saskatchewan. These test pits consist of four variably mineralized holes with maximum grades of 0.61%, 0.30%, 1.35%, and 4.15% uraninite.

 

Gamma probe logs were used internally to guide drilling and sampling. Only U3O8 chemical assays are reported for the JR zone mineralization.

 

5.6.2.4Drill Core Logging

 

Core recovery is generally very good, allowing for representative samples to be taken and accurate analyses to be performed. The drill core is placed sequentially in wooden core boxes at the drill by the drillers. Twice daily, the core boxes are transported by F3 Uranium personnel to the core logging and sampling facility where depth markers are checked, and the core is carefully reconstructed as needed. The core is logged geotechnically on a run-by-run basis including the number of naturally occurring fractures, core recovery, rock quality designation (RQD), and range of radiometric counts per second. Prior to winter 2019 hand-held Exploranium GR-110 total count gamma-ray scintillometers were used to measure the radioactivity of the drill core. Starting in the winter 2019 drill program Radiation Solutions RS-121 Super Gamma-Ray Scintillometers were used. Drill holes PLN14-015 and PLN14-015A were not probed, surveyed, or logged as they failed to reach bedrock due to challenging overburden conditions. Starting in the Winter 2022 drill program, Radiation Solutions RS-125 Super-SPEC and RS-230 BDO Super-SPEC were used. By fall 2022, only a Radiation Solutions RS-125 Super-SPEC was used.

 

The core is descriptively logged utilizing a laptop computer by an F3 Uranium geologist paying particular attention to major and minor lithologies, alteration, structure, and mineralization. Logging and sampling information is entered into a spreadsheet-based template which is integrated into the Project digital database.

 

All drill core is photographed wet with a digital camera before splitting. Core boxes are marked with aluminum tags then stored.

 

5.6.2.5Drill Core Sampling

 

Geochemical analysis that is conducted on the drill core consists of systematic composite or representative sampling throughout the sandstone and basement column, targeted and detailed sampling within areas of alteration, structure and/or radiometric anomalies, and systematic shortwave infrared spectral analysis (i.e., PIMA). Details of this type of sampling are provided below.

 

F3 Uranium sampling protocol calls for representative samples to be taken of both sandstone and basement lithologies. At least one representative sample of sandstone is taken when intersected. In thicker zones of sandstone (more than 10 m), representative samples are collected at 10 m intervals. Representative samples of basement lithologies consisting of 50 cm of split core (halved) are taken every 10 m within the basement, starting immediately in bedrock.

 

In addition to the representative samples, point samples are taken in both sandstone and basement lithologies in areas of interest including alteration and structural zones and areas of anomalous radioactivity. Beginning in Summer 2023, density measurements are taken every 20 m in the sandstone where possible.

 

All sandstone and basement intervals with handheld scintillometer readings greater than 300 cps, which indicate high levels of radioactivity, are continuously sampled with a series of 0.5 m split core samples.

 

In the SLR QP’s opinion, the logging and sampling procedures meet or exceed industry standards and are adequate for the purpose of future Mineral Resource estimation.

N-47

 

5.6.2.6Representative Sampling

 

F3 Uranium sampling protocols call for representative samples to be taken for both sandstone and basement lithologies. The samples are continuous 50 cm of split core taken every 10 m starting from the top of the sandstone and continuing to the end of the hole. In areas of significant mineralization, intense alteration or faults, representative samples are not collected, and instead selective samples are taken.

 

Prior to summer 2023, composite samples of the sandstone were collected. These samples consisted of five-centimeter-long sections of core taken every 1.5 m over a 10 m interval. In areas of intense alteration or above the unconformity, sample intervals are reduced to five metres.

 

5.6.2.7Selective Sampling

 

Selective samples are taken in basement and sandstone lithologies. Samples are taken from areas where interesting features related to structure, alteration and lithology exist. These samples are typically split core and are 50 cm long. Structures can include any fault, fracture, broken or deformation zone within the core. Large structural zones or highly altered structures are often continuously sampled from top to bottom or at the discretion of a senior geologist.

 

Alteration refers to the chemical or physical changes in rocks caused by hydrothermal fluids or weathering. Discrete 0.5 m samples are taken in areas of increased alteration or changing alteration that could be of interest. In large areas of strong to intense alteration, evenly spaced 0.5 m split core samples are collected at the start of the alteration. The spacing of the samples varied with the width of the alteration zone as follows: one metre spacing for alteration zones less than or equal to five metres long, two metre spacing for alteration zones between five metre and 30 m long, and five metre spacing for alteration zones more than 30 m long.

 

Lithology is sampled at the geologist’s discretion; lithology sampling may be completed for a change in lithology, unknown lithologies, or lithologies that may be of interest, such as pegmatite sections or mafic intrusives.

 

5.6.2.8Mineralized Core Sampling

 

F3 Uranium deems a section of the core as significantly mineralized when the handheld spectrometers (RS-125) display a reading greater than 300 cps. Any zone greater than or equal to 300 cps is continuously sampled at 0.5 m intervals. A two-metre shoulder of continuous 0.5 m samples is collected before and after the first and last sample measuring over 300 cps. If there are two or more mineralized zones, continuous samples are taken if the distance between each of the last shoulder samples is less than 10 m. Additionally, within mineralized zones, standards, duplicates, and density sample frequency is increased as described below.

 

5.6.2.9Density Sampling

 

Density samples are taken in both mineralized and non-mineralized zones. In non-mineralized zones, density samples are taken every 20 m. Within mineralized zones density samples are included every two metres. For density analysis, a small (approximately five centimetre) piece of core is removed from within a 0.5 m sample and placed within a separate bag within the corresponding sample. Upon completion of the density analysis in the lab, the sample is returned to its original batch and further analyzed as needed along with the remaining sample.

 

5.6.2.10Insertion Rate

 

F3 inserts blanks, duplicates, and certified reference material (CRMs or standards) into the analytical stream. One blank and one duplicate are inserted in every hole. At least one standard, one blank and one duplicate are inserted into the sampling stream for each hole that is mineralized, and with holes with high-grade mineralization up to four uranium standards are inserted. Standards were sourced from the Government of Canada and included standards with a range of U3O8 percentages.

N-48

 

5.6.2.11Sampling for PIMA Clay Analysis

 

F3 Uranium took samples from the sandstone column, and these were sent to Rekasa Rocks Inc. to identify clay alteration species. Throughout the sandstone section, a two-centimetre to three-centimetre sample of core is collected every five metres. Near the unconformity, the sample interval width is reduced as needed. PIMA samples are also collected as required throughout the altered basement rocks, normally at five-metre intervals.

 

5.6.3Drill Core Storage

 

Until August 2022, core from the drilling programs was stored at the Big Bear Lodge on Grygar Lake; since August 2022, all the core has been stored at a purpose-built storage facility located on the PLN Property.

 

5.7Sample Preparation, Analyses, and Security

 

This section references the standard operating procedure (SOP) for Drill Hole Sampling Protocols for Core Drilling at the Project by F3 Uranium. The following sections contained in the Technical Report have been derived, and in some instances extracted, from documentation and standard operating procedures (SOP) supplied to SLR by F3 Uranium for review and audit.

 

Drill core from the Project was logged, marked for sampling, split, bagged, and sealed for shipment by F3 Uranium personnel at their secure, core-logging facility on the property. All samples for U3O8 assay were transported by land, in compliance with pertinent federal and provincial regulations, by Project personnel. The sample containers were transported directly to SRC Geoanalytical Laboratories in Saskatoon for sample preparation and analysis. The SRC laboratory is independent with ISO/IEC 17025: 2005 accreditation for the relevant procedures. The laboratory is licensed by the Canadian Nuclear Safety Commission (CNSC) for possession, transfer, import, export, use and storage of designated nuclear substances by CNSC Licence Number 01784-1-09.3. As such, the laboratory is closely monitored and inspected by the CNSC for compliance.

 

Analytical data results were sent electronically to F3 Uranium. These results were provided as a series of Adobe PDF files containing the official analytical results and a Microsoft Excel spreadsheet file containing only the analytical results. Upon receipt of the data, the electronic data was imported directly into the master drill hole database.

 

5.7.1Sample Preparation

 

All core samples, including Composite Geochemical, Split, and Point samples were prepared by SRC. The sample preparation procedure that SRC performed on all submitted samples is described below.

 

Upon reaching SRC, the samples are sorted based on their matrix types, either sandstone or basement rock, and their radioactivity level. The samples are then prepared and analyzed in this sequence.

 

Samples are prepared (dried, crushed, and ground) in distinct facilities for sandstone and basement samples to minimize the chance of cross-contamination. Any radioactive samples that produced more than 2,000 cps are crushed and ground in a separate facility licensed by the CNSC for radioactive sample preparation. These radioactive materials are stored in a CNSC-licensed concrete bunker until they can be safely transported to the preparation facility by certified personnel.

N-49

 

Sample drying is carried out at 75°C with the samples in their original bags in large, low temperature ovens. Upon drying, the samples are crushed to 60% and passed through a 2 mm steel jaw crusher. A 100 g to 200 g split is obtained from the crushed material using a riffle splitter. The split is ground to 90% and passed through 50 mesh using a chromium-steel puck- and-ring grinding mill for mineralized samples or a motorized agate mortar and pestle grinding mill for non-mineralized samples. The pulp is transferred to a clear plastic snap-top vial with the sample number labelled on the top.

 

The grinding mills are cleaned with steel wool and compressed air after each sample run. If the samples are clay rich, silica sand is ground between the samples.

 

Prior to geochemical analysis, sample material is digested into solution using several digestion methods:

 

A “total” three-acid digestion on a 250 mg aliquot of the sample pulp using a mixture of concentrated HF/HNO3/HClO4 acids to dissolve the pulp in a Teflon beaker over a hotplate; the residue, following drying, was dissolved in 15 mL of dilute ultrapure HNO3.

 

A “partial” acid digestion, on a two-gram aliquot of the sample pulp, digested using 2.25 mL of an eight-to-one ratio of ultrapure HNO3 and HCl for one hour at 95ºC in a hot water bath and then diluted to 15 mL using deionized water.

 

Another digestion method is a sodium peroxide fusion in which an aliquot of pulp is fused with a mixture of Na2O2 and NaCO3 in a muffle oven. The fused mixture is subsequently dissolved in deionised water. Boron is analyzed by inductively coupled plasma optical emission spectrometry on this solution.

 

When SRC processes a batch of samples, they consistently include a duplicate from the batch, along with one of their own QC standards. In line with their quality control measures, F3 Uranium adds a field duplicate for every drill hole they complete and includes one blank sample per drill hole. All samples are stored at SRC’s laboratory for a period of two years. The pulps are stored indoors, while rejects are kept outdoors, unless specific instructions dictate otherwise. At present, SLR does not possess information regarding the location of the pulps and rejects.

 

5.7.2Drill Core Geochemistry Analysis

 

All geochemistry core samples are analyzed by the ICP1 package offered by SRC, which includes 62 elements determined by inductively coupled plasma optical emission spectrometry (ICP-OES). All samples are also analyzed for boron using SRC’s ICP-OES Method. Analysis for uranium is conducted on mineralized samples using the ICP-OES Uranium Package in order to determine U3O8 wt%. For partial digestion analysis, samples are crushed to 60% passing -2 mm and a 100 g to 200 g sub-sample is split out using a riffler. The sub-sample is pulverized to 90% passing 106 µm using a standard puck and ring grinding mill. The sample is then transferred to a plastic snap top vial. An aliquot of pulp is digested in a mixture of HNO3:HCl in a hot water bath for an hour before being diluted by 15 mL of de-ionized water. The samples are then analyzed using a Perkin Elmer ICP-OES instrument (models DV5300 or DV8300). For total digestion analysis, an aliquot of pulp is digested to dryness in a hot block digester system using a mixture of concentrated HF:HNO3:HClO4. The residue is then dissolved in 15 mL of dilute HNO3 and analyzed using the same instrument(s) as above.

 

For boron analysis, an aliquot of pulp is fused in a mixture of NaO2/NaCO3 in a muffle oven. The fused melt is dissolved in de-ionized water and analyzed by ICP-OES.

 

5.7.3Drill Core PIMA Analysis

 

Core samples for clay analysis are sent to Rekasa Rocks Inc., a private facility in Saskatoon, for analysis on a PIMA spectrometer using short wave infrared spectroscopy. Samples are air or oven dried prior to analysis to remove any excess moisture. Reflective spectra for the various clay minerals present in the sample were compared to the spectral results from Athabasca samples for which the clay mineral proportions have been determined to obtain a semi-quantitative clay estimate for each sample.

N-50

 

5.7.4Soil Sample Analysis

 

Samples from the 2012 soil sampling program were submitted to SRC for analysis using the ICPMS1 package but with the partial digestion analysis replaced by aqua regia analysis. The ICPMS1 package is generally used to analyse unmineralized sandstones and has lower detection limits than the ICP-OES method. Total digestions are performed on an aliquot of sample pulp which is digested to dryness in a Teflon tube within a hot block digestion system using a mixture of concentrated HF:HNO3∙HClO4. The residue is then dissolved in dilute HNO3. For aqua regia, partial digestions are performed on an aliquot of sample for the requested elements by ICP-OES. An aliquot of pulp is digested in a test tube in a mixture of 3:1 HNO3:HCl, in a hot water bath and then diluted to 15 ml using de-ionized water.

 

5.7.5Drill Core Bulk Density Analysis

 

Drill core samples collected for bulk density measurements are sent to SRC. Samples are first weighed as received and then submerged in de-ionized water and re-weighed. The samples are then dried until a constant weight is obtained. The sample is then coated with an impermeable layer of wax and weighed again while submersed in de-ionized water. Weights are entered into a database and the bulk density of each sample is calculated. Water temperature at the time of weighing is also recorded and used in the bulk density calculation.

 

5.7.6Quality Assurance and Quality Control

 

Quality assurance (QA) consists of evidence to demonstrate that the assay data has precision and accuracy within generally accepted limits for the sampling and analytical method(s) used in order to have confidence in a resource estimate. Quality control (QC) consists of procedures used to ensure that an adequate level of quality is maintained in the process of collecting, preparing, and assaying the exploration drilling samples. F3 Uranium’s QA/QC program at PLN includes the following components:

 

Determination of accuracy – achieved by regular insertion of standards or certified reference materials (CRM) of known grade and composition.

 

Determination of precision – achieved by regular insertion of duplicates for each stage of the process where a sample is taken or split.

 

Checks for contamination – by insertion of blanks.

 

The Project has a robust QA/QC process in place beginning in 2014. This includes the insertion of blanks, duplicates (field, coarse rejects, and pulps) throughout the period, and certified reference materials (CRM) into the assay sample stream sent to SRC. F3 Uranium is in the process of establishing an umpire laboratory verification assay samples process using the SGS laboratory (SGS), located in Lakefield, Ontario. Results from the QA/QC samples are continually tracked by F3 Uranium as certificates for each sample batch are received through 2023. If QA/QC samples of a sample batch pass within acceptable limits, the results of the sample batch are imported into the master database.

 

Results from the QA/QC program are documented in various reports by F3 Uranium. SLR relied on these reports in addition to independent verifications and review of QA/QC data. SLR considers the QA/QC protocols in place at PLN to be acceptable and in line with standard industry practice and is of the opinion that the resource database is suitable to estimate Mineral Resources for the PLN deposit.

N-51

 

5.7.6.2Certified Reference Materials (CRM)

 

Results of the regular submission of CRMs are used to identify issues with specific sample batches, and biases associated with the laboratory. F3 Uranium obtained CRMs from two different international laboratories (Canadian Centre for Mineral and Energy Technology (CANMET) and SRC) to account for different ranges of several chemical elements such as uranium, nickel, lead, and vanadium. Results of the CRM sample analyses are plotted monthly in control charts with upper and lower limits of the acceptable values, defined as values above or below two and three standard deviations, and the certified value.

 

One of each CRM is inserted into the sample batch for each drill hole that intersected mineralization. CRM containers are shaken prior to use to ensure homogeneity and 15 g of material is required per sample. Samples are taken with clearly marked plastic spoons to avoid cross contamination between containers. For holes that do not intersect mineralization, no reference sample is inserted.

 

F3 Uranium submitted a total of 158 CRM samples for analysis at SRC, which corresponds to an insertion ratio of 1.39%. The variation from the CRM’s mean value in standard deviations (SD) defines the QA/QC variance and is used to determine acceptability of the CRM sample assay. Results within +/- two standard deviations (±2SD) are considered acceptable. Failure criteria for CRM samples are met when either:

 

1Two consecutive samples return values outside two standard deviations from the mean, on the same side of the mean, or

 

2Any sample returns a value outside three standard deviations (±3SD) from the mean.

 

Overall, the control charts indicate good and consistent laboratory precision. Of the 158 samples, two samples for CUP-2 were out of the two standard deviation precision limits. No sample results were out of three standard deviation limits.

 

The SLR QP is of the opinion that the results of the CRM samples from 2014 to 2023 support the use of samples assayed at the SRC laboratory during this period in Mineral Resource estimation.

 

5.7.6.3Duplicates

 

Duplicate samples are used to monitor preparation, assay precision, and grade variability as a function of sample homogeneity and laboratory error.

 

Three types of duplicate samples are submitted:

 

1Field duplicates

 

2Preparation duplicates

 

3Pulp duplicate

 

The SLR QP analyzed, using statistics, scatter plots and quantile-quantile plots, a database with the results of 45 pairs of samples of field duplicates compiled by F3 Uranium staff. . Four samples have a difference in results greater than 30%, which corresponds to an error rate of 8.9%. Prep and Pulp duplicates which provide a measure of the sample homogeneity at different stages of the preparation process show good precision and the SLR QP is of the opinion that the results of the filed duplicates show the preparation and analytical procedures of the laboratory are good and the data is suitable for use in resource estimations.

N-52

 

5.7.6.4Blanks

 

Blank material is used to assess contamination or sample-cross contamination during sample preparation and to identify sample numbering errors. One blank sample is inserted for each drill hole that intersects mineralization. Prior to 2019, blank reference samples were not submitted for holes that did not intersect mineralization. Beginning in Winter 2022, at least one blank sample is inserted into each hole, regardless of mineralization. Blank materials are changed from program to program. These materials are selected based on availability and chemical properties. In 2014, quartz blanks were used. In winter 2022 broken cinder blocks were submitted as blank material. In the fall 2022 and winter 2023 programs, inert sandstone sampled were submitted. Starting in the summer of 2023 quartz blanks, gathered from a barren quartz vein intersected in historic hole PL0703 were submitted.

 

5.7.6.5SRC Internal QA/QC Program

 

Quality control is maintained by all instruments at SRC being calibrated with certified materials. Independent of F3 Uranium’s QA/QC samples, standards are inserted into sample batches at regular intervals by SRC. Within each batch of 40 samples, one to two quality control samples are inserted. All quality control results must be within specified limits, otherwise corrective action is taken. If for any reason there is a failure in an analysis, the subgroup affected is reanalyzed.

 

Five U3O8 reference standards are used: UTS-3, RL-1, DH-1A, BL-5 and CUP-2, which have known concentrations of 0.502% U3O8, 1.21% U3O8, 0.147% U3O8, 8.36% U3O8, and 1.58% U3O8, respectively. Except for SRCUO2 (produced in-house at SRC), all reference materials are certified and provided by CANMET.

 

SRC has developed and implemented a laboratory management system which operates in accordance with ISO/IEC 17025:2005 (CAN-P-4E), General Requirements for the Competence of Mineral Testing and Calibration Laboratories. The laboratory also participates in a certified interlaboratory testing program, CCRMP/PTP-MAL, for gold using lead fusion fire assay with an AAS finish.

 

All processes performed at the laboratory are subject to a strict audit program, which is performed by approved trained professionals. SRC is independent of F3 Uranium.

 

5.7.6.6Secondary Laboratory Check (Umpires)

 

External duplicate samples (check assays) were collected at the final stage of Summer 2023 sample collection period and are currently being prepared to be sent to the umpire laboratory, SGS, for either U3O8% analysis or delayed neutron counting (DNC). SGS is ISO/IEC accredited and independent of F3 Uranium. Results of the secondary laboratory checks are not available for review.

 

5.7.6.7Sample Security

 

Drill core is delivered directly to F3 Uranium’s core handling facility located on the PLN Property. After logging, splitting, and bagging, core samples for analysis are stored in a secured shipping container at the same facility. The shipping container is kept locked or under direct supervision of F3 Uranium personnel. A sample transmittal form is prepared and identifies each batch of samples.

 

SRC considers customer confidentially and security of utmost importance and takes appropriate steps to protect the integrity of sample processing at all stages from sample storage and handling to transmission of results. All electronic information is password protected and backed up on a daily basis. Electronic results are transmitted with additional security features. Access to SRC’s premises is restricted by an electronic security system. The facilities at the main laboratory are regularly patrolled by security guards 24 hours per day.

 

Official results are provided as a series of Adobe PDF files. A Microsoft Excel spreadsheet file containing only the analytical results is also provided. These files are sent using a secured password protected compressed file.

N-53

 

In the SLR QP’s opinion, the sampling methods, chain of custody procedures, and analytical techniques are appropriate and meet acceptable industry standards, and results are appropriate to estimate Mineral Resources.

 

5.7.6.8QP Opinion on Section 5.7.1 through 5.7.6

 

In the SLR QP’s opinion, the sample preparation, security, and analytical procedures meet industry standards, and the QA/QC program, as designed and implemented at PLN are adequate; consequently, the assay results within the drill hole database are suitable for mineral resource estimation purposes. Neither the SRC in-house quality control nor F3 Uranium quality control yielded any indication of quality concerns.

 

5.7.7Data Verification

 

Data verification is the process of confirming that data has been generated with proper procedures, is transcribed accurately from its original source into the project database and is suitable for use as described in the Technical Report.

 

SLR was not directly involved in the exploration drilling, logging, and sampling programs that formed the basis for collecting the data that will be used to support the geological model and Mineral Resource Estimate (MRE) for the Project in the future.

 

All geological data has been reviewed and verified by SLR as being accurate to the extent possible and to the extent possible all geologic information was reviewed and confirmed. SLR did not conduct check sampling of the core. In the QP’s opinion the samples taken by F3 Uranium provide adequate and good verification of the data and SLR is of the opinion that the work has been done within the guidelines of NI 43-101.

 

5.7.7.1Data Verification Process

 

As part of the Technical Report, all the historical data associated with the Project was compiled, organized, and entered into a Leapfrog Geo database by F3 Uranium and audited by the SLR QP for completeness and validity. The SLR QP used the information provided to validate the drilling database.

 

As part of the data verification procedure, drill data was spot checked and audited by the SLR QP for completeness and validity using standard database validation tests. In addition, the SLR QP reviewed the QA/QC methods and results, verified assay certificates against the database assay table, and completed one site visit that included a review of drill core. No limitations were placed on SLR’s data verification process.

 

The SLR QP performed the following digital queries. No significant issues were identified.

 

Header table: searched for incorrect or duplicate collar coordinates and duplicate hole IDs.

 

Survey table: searched for duplicate entries, survey points past the specified maximum depth in the collar table, and abnormal dips and azimuths.

 

Core recovery table: searched for core recoveries greater than 100% or less than 80%, overlapping intervals, missing collar data, negative lengths, and data points past the specified maximum depth in the collar table.

 

Lithology: searched for duplicate entries, intervals past the specified maximum depth in the collar table, overlapping intervals, negative lengths, missing collar data, missing intervals, and incorrect logging codes.

N-54

 

Geochemical and assay table: searched for duplicate entries, sample intervals past the specified maximum depth, negative lengths, overlapping intervals, sampling lengths exceeding tolerance levels, missing collar data, missing intervals, and duplicated sample IDs.

 

Due to the nature of the sampling process, samples are only taken where scintillometer readings indicated mineralization. Previously identified gaps in the drilling assay table were treated as effectively barren and were assigned the value of 0.0001% U3O8.

 

5.8Mineral Processing and Metallurgical Testing

 

No mineral processing or metallurgical testing studies have been completed on the mineralization on the Property.

 

5.9Mineral Resource Estimates

 

There are no current Mineral Resources at the Project.

 

5.10Mineral Reserve Estimates

 

There are no current Mineral Reserves at the Project.

N-55

 

SCHEDULE “O”

 

F3 Annual Financial Statements and related MD&A

 

(see attached)

76

 

 

(LOGO)

 

 

 

Management’s Discussion & Analysis

 

F3 Uranium Corp.

 

For the Year Ended

 

June 30, 2023

 

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Introduction 

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of October 30, 2023, should be read in conjunction with the consolidated financial statements and accompanying notes of F3 Uranium Corp. (formerly Fission 3.0 Corp.) (the “Company”) for the audited year ended June 30, 2023.

 

The Company’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) as at June 30, 2023.

 

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com. Further information including news releases and property maps are available on the Company’s website at www.fission3corp.com, or by requesting further information from the Company’s head office located at 750 - 1620 Dickson Ave., Kelowna, BC, Canada, Vl Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., Vice President Exploration of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in Alberta, and in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host high grade uranium. The preference is to evaluate early stage properties with the potential to host high grade uranium at shallow depths and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means. Therefore, the Company engages in early stage land acquisitions and is a “Project Generator”.

 

The Company has approximately 231,954 ha of exploration properties with uranium potential in Saskatchewan and Alberta in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FISOF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Corporate goals

 

The Company’s goals are to discover an economic uranium deposit through exploration and to develop it. In addition, the Company will use its award-winning technical team to continually identify, evaluate and stake mineral claims in the Athabasca Basin that are prospective for high-grade uranium for exploration at a later stage. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Fission Uranium’s shallow, high-grade uranium discovery at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radon surveys, underwater spectrometer analysis and radiometric airborne surveys; the same technology used to identify the high-grade boulder field at PLS.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Summary of significant accomplishments and corporate developments for the year ended June 30, 2023

 

A 6,852 m drill program was completed at Murphy Lake which confirmed the presence of altered graphite and sulphide brittle faults with anomalous radioactivity highlighting the prospectivity of the property. Geochemical analyses of drill core are pending.

 

A new uranium discovery at the PLN Property, named the JR Zone, was made in the second drill hole of the fall program. PLN22-035 is a 730m step-out from a weakly mineralized drillhole, PLN14-019, drilled in 2014. Uranium assay results from the discovery hole PLN22-035 at PLN, returned one continuous 15.0 m interval averaging 6.97% U3Os including a high-grade 5.5 m interval averaging 18.6% U3Os and an ultra high-grade core assay of 59.2% over 1.0 m.

Page | 2

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at June 30, 2023 is shown below: 

 

Property Location Ownership Claims Hectares Stage Carrying value
PLS Area            
Clearwater West Athabasca Basin Region, SK 100% 3 11,786 3  
Patterson Lake North Athabasca Basin Region, SK 100% 43 39,946 3 21,430,476
Wales Lake Athabasca Basin Region, SK 100% 31 42,134 3 1,257,524
Smart Lake Athabasca Basin Region, SK 100% 3 1,870 1 863
Todd Athabasca Basin Region, SK 100% 4 9,704 1 157
Total: PLS Area     84 105,440   22,689,020
             
Key Lake Area            
Bird Lake Athabasca Basin Region, SK 100% 1 1,803 2 268,600
Grey Island Athabasca Basin Region, SK 100% 11 13,929 1 5,575
Hobo Lake Athabasca Basin Region, SK 100% 37 14,854 3 948,730
Lazy Edward Bay Athabasca Basin Region, SK 100% 11 1,828 3 32,713
Seahorse Lake Athabasca Basin Region, SK 100% 3 7,519 2 185,546
Total: Key Lake Area     63 39,933   1,441,164
             
Beaverlodge/Uranium City Area            
Beaver River Athabasca Basin Region, SK 100% 14 11,185 2 286,472
Hearty Bay Athabasca Basin Region, SK 100% 7 11,173 3 345,656
Midas Athabasca Basin Region, SK 100% 1 709 2  
Total: Beaverlodge/Uranium City Area     22 23,067   632,128
             
Northeast Athabasca Basin Area            
Bell Lake Athabasca Basin Region, SK 100% 1 2,225 1  
Cree Bay Athabasca Basin Region, SK 100% 16 14,080 3 1,049,158
Flowerdew Lake Athabasca Basin Region, SK 100% 4 5,664 1 10,407
Murphy Lake Athabasca Basin Region, SK 100% 8 609 3 3,940,229
Total: Northeast Athabasca Basin Area 29 22,578 4,999,794
       
Totals 198 191,018 29,762,106
       
Exploration Stage:      
       
1.Prospecting

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling,

 

3.Drilling

 

Within the Athabasca Basin Region, the Company’s properties are all located in areas that are prospective for near surface uranium mineralization in both basement and unconformity hosted models. The emphasis for land selection has been on identifying shallow hosted mineralization potential in conjunction with underlying structural and alteration features associated with appropriate lithologic units, with a focus on being near historic mining districts (such as Beaverlodge / Uranium City in north western Athabasca Basin region and Key Lake area in the eastern Athabasca Basin region) or emerging major mining districts (such as the south-western Athabasca Basin region). As such, property locations tend to be proximal to the Athabasca Basin margins. Three geographic areas represent a key focus area and these include:

 

1.PLS Area: Includes 105,440 ha in five properties.

 

2.Key Lake Area: Includes 39,933 ha in five properties.

 

3.Beaverlodge/Uranium City Area: Includes 23,067 ha in three properties.

 

There are four other highly prospective properties within the Athabasca Basin Region in Saskatchewan which fall outside these three geographical areas, all situated in geologically attractive settings that indicate the potential to host uranium mineralization.

Page | 3

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada

 

The PLS area has been the focus of two of the most significant, recently discovered deposits in the Athabasca Basin; Fission Uranium’s Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The PLS Area portfolio consists of 81 claims and 105,440 ha on five properties. The PLN property is considered the most advanced and is located immediately to the north of Fission Uranium’s Triple R deposit.

 

Recent developments on the PLS Area properties include:

 

Clearwater West Property

 

The Clearwater West property (CWW) encompasses 3 contiguous claims covering 11,786 ha. The uranium mineralization model that is envisioned for the CWW property is analogous to the structurally controlled Athabasca Basin unconformity deposits. These deposits are generally associated with hydrothermally altered, structurally controlled metasedimentary lithology, which appears as magnetic lows on geophysical surveys.

 

Between 2013 and 2015 various airborne and ground geophysics programs were conducted to investigate and evaluate the subsurface properties. The goal was to assist in assessing exploration potential and identifying drill targets. In 2013, a high-resolution magnetic and radiometric airborne survey was completed over the entire property. In 2014, an airborne VTEM magnetic and electromagnetic (EM) geophysical survey identified several EM conductors on the property’s east side. These may represent on-strike continuation of the EM conductors seen on the PLS property immediately to the north. In 2015, a DC resistivity and EM ground geophysical survey prioritized drill locations over eight separate EM conductors.

 

In 2015, a three-hole drill program spanning 534 m was completed. Drilling intersected wide intervals of hydrothermal alteration and structural features and locally narrow anomalous radioactivity, with a peak of 2,333 cps over 0.1 m (measure from a down-hole gamma probe).

 

Patterson Lake North Property

 

The PLN property consists of 43 claims covering 39,946 ha and is located immediately adjacent and to the north of Fission Uranium’s PLS high-grade Triple R uranium deposit.

 

A summary of exploration activity on the PLN property is as follows:

 

In 2013, a VTEM MAX survey was conducted over the northern portion of the Patterson Lake North Property. This survey revealed a strong ’late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Patterson Lake North Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

Before the winter 2019 season, the last drilling on the property was conducted in 2014. A total of 10 holes were completed in 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the Al EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3Os over 0.5 m. These results increased the potential of the Al conductor to host high-grade uranium mineralization.

Page | 4

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the north-south trending Al basement hosted EM conductor. Previous drilling in 2014, including hole PLN14-019 (6.0 m @ 0.012% U3Os), indicated the conductive corridor to be prospective for mineralization. All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The Al conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

In December 2021, the company commenced ground geophysics at Broach Lake to refine the targets for the winter 2022 drilling. The work consisted of 16 line-km of DC Resistivity and 12.9 line-km of Time Domain electromagnetic (TDEM) surveying. The Broach Lake conductors are in the southeast region of the property and are situated 9 km to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Fission Uranium’s Triple R deposit and NexGen’s Arrow Deposit.

 

From January to June 2022, DC Resistivity and TDEM surveying were also carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending Al conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the Al conductor to the west boundary of the Property.

 

Mobilization for the winter drilling program commenced on January 10, 2022. The six-hole winter 2022 drill program was designed to assess two previously untested target areas: five holes on the Broach Lake conductors and one hole on the N Conductors in the northern part of the property. A total of 3,908 m were drilled in six completed holes and two abandoned holes. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

 

Drill hole PLN22-029, an exploration hole, tested the deep N Conductor complex 22 km north of Broach Lake in the northern part of the property. The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole a depth of 783.3 m.

 

The fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the Al conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) Al conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

Page | 5

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3Os. This includes a high-grade 5.5 m interval averaging 18.6% U3Os and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (Al Shear) along strike, and up and down dip. The program completed twenty-one holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3Os between 243. Om and 248.0 m. This includes 3.5 m of 37.1% U3Os and 1.0 m of 57.6% U3Os. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3Os over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3Os. PLN23-062 intersected a high-grade core of 15.0% U3Os over a core length of 1.0 m.

 

This drilling program, spanning 7,575 m expanded the known length of the JR Zone to 105 m.

 

Smart Lake Property

 

The Smart Lake Property consists of 3 claims covering 1,870 ha. It is approximately 25 km northwest of, and roughly on trend with, the recently discovered PLN JR Uranium Zone. There is no recorded historic groundwork within the property claims, but nearby historic drilling indicates a bedrock unconformity depth in the range of 250 m.

 

Wales Lake Property

 

The Wales Lake Property consists of 31 claims in a single geographic block totaling 42,134 ha. It is located outside the margin of the southwest Athabasca Basin. The Wales Lake claims are situated approximately 25 km to the south and west of Fission Uranium’s flagship Triple R uranium deposit and occupies the same stratigraphic position within the Clearwater Domain. The Wales Lake project represents relatively shallow depth target areas outside of the margin of the Athabasca Basin.

 

In summer 2017, the Company contracted Geotech Ltd. to use their helicopter-borne VTEM system to survey a total of 1,546 line-km at 200 m line-spacing over the Wales Lake claims within Blocks A & C.

 

A ground geophysical small moving loop electromagnetic survey was conducted by Discovery Geophysics Inc., in November 2018 within the Block C area. Nine grid lines were surveyed for a total of 21.5 km. Survey lines targeted prospective anomalies interpreted from the 2017 airborne VTEM survey. As a result of analysis of both surveys, a claim of 5,547 ha was staked in December 2018 to capture prospective ground on the southwest corner of Block C.

 

In December 2018, follow-up drilling within Block C targeted anomalies, as interpreted from the ground electromagnetic survey. The drilling resulted in two completed holes, totaling 586 m. The intersected lithologies were gneissic, with intervals of moderate to strong hematite and chlorite alteration. Hole WL18-002 encountered a 0.5 m interval of anomalous radioactivity, associated with a pegmatite vein.

 

In June 2019, a small moving loop TEM survey was conducted over a distance of 3.2 km on a single line in the northwest claim block (Block A). The purpose was to better delineate VTEM conductors.

Page | 6

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

Subsequently, in July and August 2019, a VTEM survey was flown over two distinct claim blocks, Band C, covering a total area of 1,096 km.

 

PLS Area, Canada (continued)

 

Wales Lake Property (continued)

 

The survey successfully identified several conductive packages. Ground follow-up is necessary for complex conductors and P-type responses to establish drill targets.

 

Todd Property

 

The Todd Property encompasses 4 claims covering 9,704 ha. Its eastern boundary aligns with the Fission Uranium Corp.’s PLS Property, which hosts the Triple R uranium deposit. Like the PLS Property, the Todd Property lies outside the Athabasca Basin’s sediment cover. Most of the Property overlies granites of the Clearwater Domain and high metamorphic grade orthogneisses of the Lloyd Domain.

 

Historically, minimal exploration work was conducted until 2013. During this year, Dale Resources Corp. (DRC) and Aldrin Resources Corp. (ARC) flew a high-resolution magnetic and electromagnetic (VTEM) airborne survey. This was done in tandem with an airborne spectrometer survey. Five areas within the Todd Property boundaries were selected for ground follow-up due to their anomalous uranium (ppm) values. It remains unclear whether any subsequent groundwork was carried out.

 

In 2016, DRC/ARC flew an airborne audio frequency electromagnetic (AFMAG ZTEM) over the south half of the Property. The interpretation of this survey revealed two zones indicating deep basement conductors extending into the sedimentary sections. Both zones are flanked by basement uplift and structure, as inferred from airborne magnetics.

 

Key Lake Area, Canada

 

The Key Lake area, a significant historic mining district once hosted the Key Lake mine, co-owned by Cameco Corp. and Orano Canada Inc. This mine produced 208 million pounds of uranium from 1975 to 1997. The Key Lake mill, one of the world’s largest, processed ore from the McArthur River uranium deposit. However, due to low uranium prices, Cameco announced an indefinite suspension of mining of McArthur River in 2018. The area is considered highly prospective for discovering new uranium occurrences.

 

The Company’s Key Lake Area portfolio includes five properties: Bird Lake, Grey Island, Hobo Lake, Lazy Edward Bay, and Seahorse Lake. These properties total 63 claims and 39,933 ha. They are located within and near the Key Lake Shear Zone, a broad northeast-southwest trending metasedimentary corridor characterized by a magnetic low in geophysical surveys. Numerous basement EM conductors are present within this corridor.

 

These EM conductors in metasedimentary corridors represent the classic setting for structurally controlled Athabasca-style high-grade uranium deposits. The Company believes its Key Lake area properties could host near-surface high-grade uranium mineralization like the nearby historic Key Lake deposits. All properties have undergone significant historic exploration, identifying various geophysical and geochemical anomalies and enhancing their overall merits.

 

Recent developments on the Key Lake Area properties include:

 

Bird Lake Property

 

Acquired by staking in February 2020, the Bird Lake Property comprises 1 mineral claim with an area of 1,803 ha. It is located 13 km northeast of the McArthur River Uranium Mine. The property overlies a northeast trending regional magnetic low within favourable Wollaston domain lithologies and is associated with the prospective Bird Lake fault system, a large scale thrust fault with offset of up to 50 m and overlain by approximately 150 m of Athabasca sediments.

Page | 7

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

Key Lake Area, Canada (continued)

 

Bird Lake Property (continued)

 

In April and May 2022, geophysical surveys were carried out with 11.53 line-km of DC Resistivity data collection and 10.50 line-km of Small Moving Loop Time Domain Electromagnetics data collection. The interpreted responses were weak and no definitive drill targets could be established. However, potential remains for following up historic (pre-Fission) drilling that targeted a possible extension of the Bird Lake fault onto the property from the east.

 

Grey Island Property

 

The Grey Island Property, acquired in October 2021, comprises 11 claims spanning an area of 13,929 ha. The property is situated 35 km east of a major basement structural feature, the Cable Bay Shear Zone (CBSZ). Prominent structural splays from the CBSZ intersect with a favourable northeast trending structure/conductor within the Grey Island property. A historic drill-hole on this feature revealed strong bleaching and alteration in the sandstone and anomalous uranium (2.16 ppm) above the unconformity. The basement rocks exhibited pyritic and highly graphitic mineralization.

 

Hobo Lake Property

 

The Hobo Lake Property comprises 37 mineral claims covering an area of 14,854 ha. Located approximately 25 km south of the southeast Athabasca Basin’s margin, Hobo Lake is the southernmost property in the Key Lake area. It spans approximately 30 km of the Wollaston-Mudjatic Transition Zone (WMTZ), which host the most significant major deposits of the eastern Athabasca Basin. The Key Lake Road, Provincial Highway 914, runs along the property’s eastern boundary and continues to the Key Lake uranium mill. The Key Lake Shear Zone, proximal to the Hobo Lake property, hosts several uranium occurrences.

 

Previous exploration included a VTEM airborne survey to map out magnetic and conductive features and a high-resolution airborne magnetic and radiometric dataset purchased from Special Projects Inc.

 

In March 2019, the Company announced results from the first pass drill program at the Hobo Lake Property. Approximately 1,300 m was drilled in eight completed holes, all of which encountered variably intense hydrothermal alteration and six holes with anomalous radioactivity. Notably, holes KL19-005, KL19-006 and KL19-007 drilled in the northern part of the extensive land package encountered significant hydrothermal alteration and paleoweathering. These are considered important factors for hosting high-grade uranium mineralization and will be prioritized for follow up.

 

Lazy Edward Bay Property

 

The Lazy Edward Bay Property was staked in April 2020 and comprises 11 mineral claims covering an area of 1,828 ha. This property is located over shallow sandstone cover along the highly prospective Wollaston-Mudjatik lithologic trend of the eastern Athabasca Basin. The western portion of the property captures most of the Ponderosa conductive trend, along with historic drill holes LE-072 and LE-073 that respectively encountered 170 ppm uranium in brecciated and sheared gneiss, and 40 ppm uranium along with 550 ppm boron within sandstone fault gouge. Claims in the eastern portion of the property cover part of the Liberty conductive trend, with nearby historic drillhole LE-001 intersecting 224 ppm U3Os over 0.5 metres.

Page | 8

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

A ten-hole, 3,005 m drill program was carried out in May and June 2022. Drilling encountered favorable structure and alteration along the Horse West conductor near historic holes LE-073, confirming this conductive corridor’s prospectivity for possible high-grade uranium mineralization. Further drilling along this conductor is warranted. Samples of geochemical analyses are pending. The drilling program was

 

Key Lake Area, Canada (continued)

 

Lazy Edward Bay Property (continued)

 

funded by Traction Uranium Corp., per the terms of their December 9, 2021 Option Agreement whereby Traction can acquire up to a 70% interest in the property. On December 24, 2022, Traction terminated the option for the Lazy Edward Bay Property.

 

Seahorse Lake Property

 

The Seahorse Lake Property, staked in April 2020, encompasses 3 mineral claims over an area of 7,519 ha. Situated above shallow sandstone cover, this property aligns with the highly prospective Wollaston Mudjatik lithologic trend of the eastern Athabasca Basin. A historic drill-hole (4679-1-81) targeted a resistivity low anomaly and encountered fractured broken core from a depth of 53 m past the Athabasca unconformity to a depth of 139 m. In the summer of 2022, a Ground Moving Loop Time Domain EM survey covered 14.55 km to define conductive geologic structures on the property. The survey responses likely indicated a wide conductive block as the source of historic airborne electromagnetic anomalies.

 

Beaverlodge/Uranium City Area, Canada

 

The Beaverlodge/Uranium City region is a major historic uranium mining district and was home to Saskatchewan’s first uranium mining operations. Before the discovery of high-grade uranium mineralization in the Athabasca Basin, the Beaverlodge area was Saskatchewan’s most important uranium mining district. Throughout the 1950’s and 1960’s, 52 mines were in operation.

 

The Beaverlodge/Uranium City Area portfolio consists of 22 claims and 23,067 ha across three properties. The most recent developments on these properties are as follows:

 

Beaver River Property

 

The Beaver River Property consists of 14 claims totaling 11,185 ha. Located on the north central edge of Saskatchewan’s Athabasca Basin, it is approximately 44 km east of Uranium City, Saskatchewan. The property includes numerous confirmed EM basement conductors and several uranium showings with surface outcrop sample assays of up to 3.66% U3Os.

 

In May 2016, the Company completed an airborne VTEM survey covering 880 line-km at 200 m line spacing. This survey was focused on the property’s eastern portion, an area known for its several identified historic in-situ uranium anomalies. The survey defined conductive packages over the entire project area, with more than 258 km of conductors identified by the VTEM survey. The interpreted results indicate the presence of complex conductor swarms requiring ground follow-up to establish drill targets. The project area is characterized by numerous zones of enhanced conductivity and many areas where trend widening is evident due to an increase in parallel multiple conductors. Additionally, there are numerous offsets and termination points indicative of cross structure.

 

In July and August 2019, the Company carried out a field program that prospected historic showings, airborne radiometric anomalies, and VTEM anomalies near zones of structural complexity, in the south central and north area of the property. Significant results from historic showings included Coin Canyon with assays of 2.55% U3Os and 0.41% Ni, Kisiwak Lake running 2.04% U3Os and 0.26 g/t Au, and the VIC showing with up to 1.1% U3Os, 0.98% Cu, and 0.14% Ni. New discoveries in the north area of the property included the Trigger Zone - a radioactive vein (0.3 m wide) hosted in a quartz-feldspar gneiss running up to 13.9% U3Osand 2.27 g/t Au.

Page | 9

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

Beaverlodge/Uranium City Area, Canada (continued)

 

Hearty Bay Property

 

The Hearty Bay Property, located on the northern edge of the Athabasca basin, comprises 7 mineral claims totalling 11,173 ha. It is situated 20 km west of the Fond-du-Lac uranium deposit and 60 km east of the Beaver Lodge uranium district.

 

The Property encompasses the historic Isle Brochet radioactive sandstone boulder trains. These are one kilometer-long dispersal trains that trend along the main ice direction and containing up to 3% uranium. Several more radioactive boulders of both sandstone and basement origin were discovered approximately 600 m to the northeast, on the bottom of Lake Athabasca. Historic drilling near these boulders did not intersect any significant radioactivity, leaving the source undetermined. Historic surveys identified strong airborne EM conductors within the property, up-ice of the radioactive boulder trains.

 

In July-August 2019, the Company conducted a field program that examined glaciology characteristics of the radioactive boulder train area and prospected conductors and radiometric anomalies on the north mainland. Boulder prospecting on Isle Brochet yielded results exceeding historic findings, with uranium content up to 8.23% LJ3Os in new sampling. Additionally, 271 km of detailed marine acoustic data was collected northeast of Isle Brochet and up-ice of the radioactive boulder trains. This data revealed structural lineaments and potential sandstone outliers that may be associated with the source of the radioactive boulders on Isle Brochet and represent possible drill targets. A marine spectrometer survey collected 1,161 measurements of the lake bottom in areas interpreted from the acoustic survey as prospective for sandstone outliers. This reaffirmed an area of submarine radioactive boulders found by Eldorado Nuclear/DNR in 1977 and located groupings of anomalous results further up-ice from the island boulder trains. A radon soil gas survey sampled 148 sites across the strike of the radioactive boulder trains; however, results from this survey were inconclusive.

 

In March 2022, the Company carried out a 77 line-km ground EM geophysics survey and completed 14 drill holes for a total of 1,304 m of diamond drilling. The objective was to test interpreted structural features and sandstone outliers based on the 2019 marine seismic acoustic survey in the main up-ice direction from the historic high-grade uranium boulder trains on Isle Brochet and beyond the known edge of the Athabasca Basin. While no sandstone outliers were identified, holes HB22-005 and HB22-008 intersected a three-meter zone and an 11.5 m zone respectively of brecciated and faulted basement rocks with hydrothermal clay alteration. The ground EM survey identified previously unknown northeast trending basement conductors to the northeast of Isle Brochet. Drillhole HB22-008 is located at the southwest end of these new two-kilometer-long subparallel conductors. The ground geophysics and drilling program was funded by Traction Uranium Corp., in accordance with the terms of the December 9, 2021 Option Agreement, whereby Traction can acquire up to a 70% interest in the property from the Company.

 

Midas Property

 

The Midas property, located near the northwest edge of the Athabasca Basin, comprises 1 mineral claim totaling 709 ha.

 

In September 2017, a geological prospecting program collected 103 rock samples. The aim was to evaluate historic uranium occurrences and radiometric anomalies. Geochemical assays ranged from below detection limit up to 95,000 ppm (U partial). Thirty-one samples yielded anomalous results exceeding 500 ppm U, with values ranging from 0.06% to 11.9% U3Os. The highest assay results were obtained from samples around and within the St. Michael mine area, where high-grade boulders returned assays up to 11.9% U3Os.

Page | 10

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

Beaverlodge/Uranium City Area, Canada (continued)

 

Midas Property (continued)

 

Patterson Geophysics Inc. performed a modified induced polarization-resistivity ground geophysical survey in September 2017. The survey aimed to delineate basement resistivity zones in areas of intense conductivity bright spots. Despite encountering a very highly conductive subsurface layer, a modified survey configuration enabled successful imaging of the basement. A brief test of a horizontal loop (slingram type) electromagnetic survey confirmed its unsuitability for this environment.

 

In July 2019, the Company conducted a field program that prospected historic radioactive showings and priority VTEM conductor anomalies. Twenty-six rock samples were submitted for lab analysis, with U (total) results ranging between background and 3,100 ppm.

 

Northeast Athabasca Basin Area, Canada

 

The Company possesses 28 claims, which total 22,578 ha, spread across four uranium properties in the Northeast Athabasca Basin area of Saskatchewan. This basin area overlays the northeast trending Wollaston-Mudjatik Transition/Shear Zone, expressed as a broad low magnetic zone in the basement rocks. This zone often exhibits conductive characteristics coinciding with known uranium deposits including McArthur River, Cigar Lake, and Rabbit Lake. All properties are prospective for basement and/or unconformity hosted settings.

 

The most recent developments on the Northeast Athabasca Basin Area properties are follows:

 

Bell Lake Property

 

Acquired in July 2023 through staking, the Bell Lake property consists of 1 claim totaling 2,225 ha. It is located within the northeast Athabasca Basin, approximately 55 km northwest of the Mclean Lake Uranium Mine and Mill. Access is available from Provincial Highway #905 three kilometers to the west. The Athabasca sandstone cover is expected to be approximately 300 m thick based on nearby drilling; however, no historic drilling has been carried out within the property. Bell Lake is nine kilometers west of the recently discovered Hurricane Uranium Zone. Drilling in 2020 revealed high-grade mineralized intersections of 33.9% U3Oa over 8.5 m, including 57.1% U3Oa over 5.0 m.

 

Cree Bay Property

 

The Cree Bay property comprises 16 claims totaling 14,080 ha and is located on the inside edge of the northern Athabasca Basin. The town of Stony Rapids is 20 km to the north, and the historic Nisto uranium mine is 13 km to the northeast.

 

In August 2015, a high resolution airborne magnetic and radiometric survey covering 4,214 line-km at 50 m line spacing was completed over the property.

 

In September 2017, a DC Resistivity Induced Polarization ground geophysical survey was conducted, covering two separate grids spanning 24 km. The survey focused on sections of strong conductivity, interpreted from a historic airborne Geotem electromagnetic survey. It detected basement conductive features and some sandstone resistivity low (alteration) features. However, difficulties were encountered while surveying on Black Lake. The survey confirmed anomalous conditions indicative of alteration halos in the lower sandstone.

 

In April 2019, Discovery Geophysics Inc. conducted a nine-line, 27 km DCIP Resistivity and moving loop TEM survey over the area identified as most prospective by the historic GEOTEM electromagnetic survey. The TEM survey results returned weak conductor responses, while the DC/IP resolved a strong resistivity anomaly on L2700 and a weaker one on L2100.

Page | 11

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Exploration properties (continued)

 

Northeast Athabasca Basin Area, Canada (continued)

 

In June 2019, the Company completed a first pass drill program on the property. Two holes were drilled for a total of 1,045 m, encountering significant faulting, strong hydrothermal alteration, and elevated concentrations of pathfinder elements. The depth to the basement unconformity was intersected~200 m deeper than expected, indicating a possible major offset in the vicinity. This could be a favorable setting for hosting high-grade uranium, such as at the MacArthur River deposit. Both holes were drilled on the same section line and intersected the same anomalous fault zone. This defined a broad target area ( ~300 m) for potential follow-up drilling where it roughly projects to intersect the basement unconformity, approximately 600 m down dip.

 

Due to the deeper than expected basement unconformity, the previous ground geophysics could not image deep enough. In March 2022, the Company carried out a 10.5 line-km Sideline Moving Loop Time Domain Electromagnetic (TDEM) survey designed to pinpoint potential conductive basement faults at these greater depths and provide discrete drill targets. These may represent reactivated structures with the potential to provide pathways for uranium mineralizing fluids. The survey interpretation revealed two significant conductors: Conductor Bis a shallower feature located underneath Black Lake; Conductor A is significantly deeper (between 383 m and 597 m depth) and lies along the west edge of the resistivity low anomaly that was detected during the 2019 surveys. This conductor location is west of where it was originally interpreted from the 2019 survey.

 

Flowerdew Lake Property

 

The Flowerdew Lake Property, acquired in October 2021, comprises 4 mineral claims totaling 5,664 ha. The property is located along the Wollaston-Mudjatik lithostructural transition zone, approximately 60 km northeast of Rabbit Lake. It overlies a strongly conductive basement feature that coincides with a significant resistivity low zone. This is indicative of altered basement meta-pelite rocks favourable for uranium mineralization. The property has not been drill tested.

 

Murphy Lake Property

 

The Murphy Lake Property comprises 8 mineral claims with an area of 609 ha. This Property is located in the eastern Athabasca Basin, on the west edge of the favourable Wollaston-Mudjatik lithologic trend. The Property covers a curvilinear EM conductor that is a splay to the east from a regional conductive trend. This trend hosts the La Rocque Uranium Zone, 4.5 km to the west, where intersections along a 400 m drill-defined strike length have returned up to 18.6% uranium over 2.7 m, along with high values of associated base metals and gold. The same trend hosts the Hurricane Uranium Zone recently discovered by ISO Energy Ltd., which is currently 575 m long, 75 m across, and 11 m thick.

 

Historic drilling by Areva along the conductor within the Property intersected a graphitic and sulphide rich basement conductive unit, with assays up to 199 ppm uranium at 350 m depth, just above the unconformity. 

 

A five-hole, first-pass drill program spanning 2,502 m was initiated in July 2022. The intersection of encouraging graphite and sulphide-rich basement structures prompted the Company to continue to define the structures northward with ground EM Geophysics. The drill program was expanded and drill hole ML22-006 intersected a two-meter interval of variable radioactivity including a 0.5 m interval with a maximum of 2,300 cps, 20.9 m below the Athabasca Unconformity, occurring from 323.0 m to 325.0 m. An additional eight holes for a total of 4,347 m were drilled along strike and up and down dip from the intersection without intersecting further radioactivity. Samples of split drill core were submitted to SRC Geoanalytical Laboratories, and the geochemical analyses are pending.

Page | 12

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (Traction) for Traction to acquire up to a 70% interest in two properties controlled by the Company: Hearty Bay Project, and the Lazy Edward Project.

 

Pursuant to the Option Agreements in respect of the Hearty Bay Project (the “Hearty Bay Agreement”), the Company granted an option to Traction to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $550,000 over a two-year period (met - $250,000 received in 2023; $300,000 received in 2022).

  

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

  

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property, over the first two years of the contract. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. As at June 30, 2022, the Company incurred $824,520 in eligible expenditures and the remaining balance of $175,480 was incurred during the year ended June 30, 2023. As at June 30, 2023, Traction has not yet met the full exploration commitment.

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

  

iv.Additional cash payments totalling $350,000.

  

v.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before the date that is three years following the date of the Heart Bay Agreement.

  

The Company will retain a 2.0% net smelter royalty (“NSR”) on the property.

 

During the year ended June 30, 2022, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $nil and the remainder of $1,543,628 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss. 

Page | 13

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Traction Uranium Corp. Option Agreements (continued)

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration: 

 

i.Pay cash payments to Fission of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

  

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

  

iii.Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. As at June 30, 2022, the Company incurred $1,406,344 in eligible expenditures and the remaining balance of $93,656 was incurred during the year ended June 30, 2023. As at June 30, 2023, Traction has not yet met the full exploration commitment.

  

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following: 

 

iv.Additional cash payments totalling $350,000.

  

v.Incur an additional $4,500,000 in exploration work on the Lazy Edward Property on or before the date that is three years following the date of the Lazy Edward Agreement.

  

The Company will retain a 2.0% NSR on the property. 

 

During the year ended June 30, 2022, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $nil and the remainder of $2,826,852 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

Page | 14

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

SKRR Exploration Inc. Option Agreement

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project. 

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration: 

 

i.Pay cash payments to the Company of $50,000 (met - $50,000 received).

  

ii.The issuance of 1,000,000 commons shares of SKRR (met - received with a fair value of $225,000).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property, over two years (not met).

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures

 

iv.Additional cash payments totalling $50,000 on or before December 31, 2024.

  

v.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000. 

 

During the year ended June 30, 2023, the total consideration received of $275,000 was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $nil and the remainder of $180,513 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

Page | 15

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply/ demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011. Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed: 

 

Country In Operation Under construction Planned Proposed
China 48 14 42 168
India 22 7 14 28
Russia 39 3 24 22
USA 94 2 3 18
Canada 19     2
Japan 33 2 1 8
Saudi-Arabia       16
South Korea 24 4   2
Ukraine 15 2   2
Others 148 19 20 59
Total 442 53 104 325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020)

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others. It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production. This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

Page | 16

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook (continued)

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward.

 

U3Os prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC - the world’s largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations. This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require front loading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price. It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities - thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

Page | 17

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook (continued) 

 

Additionally, with its ongoing shutdown of McArthur River and prior suspension of Cigar Lake, Cameco will continue to have to buy significant pounds in the spot market. As of its most recent quarterly update, Cameco claims that it is the world’s largest purchaser in the spot market and has acquired over 50mm lbs from the spot market to date.

 

Uranium demand/supply fundamentals

 

(LINE GRAPH) 

 

(Source: EIA, Euratom - Future contract coverage rates)

 

Emerging Demand - Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

 

China - driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium. Additional long term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

Page | 18

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook (continued)

 

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

 

 (LINE GRAPH)

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

However, we continue to see improvements. Japan is currently operating a total of nine reactors, of which two were first restarted in 2015 and seven more have restarted since. A further 18 reactors are currently in the restart approval process with 16 of them already clearing government requirements for restart. This is in addition to the two reactors under construction and nine new reactors being planned or proposed. With reactors coming back online and plans to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

While the first wave of reactor restarts in Japan is not expected to immediately increase uranium demand as they would likely draw from existing inventory, it should increase confidence that Japan’s utility companies most likely will not sell their uranium fuel stockpiles into the market.

Page | 19

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook (continued)

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its Mcclean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs). With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 20

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook (continued)

 

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

Recently, conflict between the United States and Iran has resulted in accusations of Iran breaking the 2015 agreement that limited its nuclear program, taking the first step toward re imposing United Nations sanctions. The European countries started the clock on what is anticipated to be 60 days of negotiations with Iran about coming back into full compliance with the nuclear deal. If they cannot resolve their dispute under the agreement, the United Nations could revive sanctions on Iran that had been suspended, including an arms embargo.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

Page | 21

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook (continued)

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S. While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit

Page | 22

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Uranium outlook (continued)

 

Uranium market

 

(LINE GRAPH) 

 

(Source: UxC LLC, www.uxc.com: November 2020)

  

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars. 

 

 

June 30,

2023

June 30, 

2022

June 30, 

2021

  $ $ $
Net loss (10,175,660) (5,670,125) (828,642)
Total assets 50,447,412 29,936,942 13,435,587
Current liabilities 4,162,660 1,459,298 73,284
Shareholders’ equity 44,245,128 28,374,791 13,362,303
Basic and diluted loss per common share (0.03) (0.02) (0.00)
       
Summary of quarterly results      

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

Page | 23

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Summary of quarterly results (continued)

 

  June 30, March 31, December 31, September 30
  2023 2023 2022 2022
  $ $ $ $
Exploration and evaluation assets 29,762,105 27,601,450 20,479,620 17,545,881
Working capital 16,277,693 7,344,859 10,938,769 10,629,336

Net income (loss)

832,395 (1,578,864) (8,927,659) (501,532)
Net profit (loss) per share basic and diluted 0.00 (0.00) (0.03) (0.00)
  June 30 March 31 December 31 September 30
  2022 2022 2021 2021
  $ $ $ $
Exploration and evaluation assets

14,463,391

 11,584,975

11,405,196

11,600,277

Working capital 13,898,610 17,066,095 16,814,831 9,351,388
Net income (loss) 581,998 (2,954,049) (2,711,947) (586,127)
Net profit (loss) per share basic and diluted 0.00 (0.01) (0.01) (0.00)

 

Net profit in the previous quarter increased primarily to due to the recovery of exploration costs relating to receipt of cash and stocks for the Traction Options. Quarter to quarter variances are due to fluctuations corporate and exploration activity driven by cash timing of exploration programs and corporate initiatives. There will be continued volatility quarter to quarter in light of this.

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three and twelve months ended June 30, 2023

 

The Company had a net loss of $2,792,395 and $8,215,660 for the three and twelve months ended periods compared to net recovery of $581,998 and net loss of $5,670,125 net loss for the comparable prior periods. The change in net loss is primarily attributable to the following factors:

 

Consulting and directors’ fees and wages and benefits increased due to increased operating activity.

 

Share-based compensation increased in the current period due to RSU option grants not occurring in the previous period.

 

Public relations and communication increased as a result of increasing shareholder awareness of the Company’s activities.

 

Professional fees decreased because in the previous period, the Company incurred business development expenses incurring additional legal fees.

 

Recovery of flow through share premium for incurring eligible exploration expenditures in the previous quarter resulted in a net recovery position for the prior quarter.

Page | 24

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at June 30, 2023 the Company had cash and cash equivalents of $17,723,499 and a working capital balance of $16,277,693. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

Private placements

 

September 1, 2023

 

The Company closed a bought private placement for gross proceeds of $20,000,000 comprising 41,237,113 flow-through shares of the Company at a price of $0.485 per share.

 

Each Unit issued pursuant to the Offering is comprised of one common share of the Company and one half common share purchase warrant. Each FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,086,250 and incurred $78,580 in expenses in connection with this private placement. The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.485 per share.

 

May 26, 2023

 

On May 26, 2023, the Company closed a private placement for gross proceeds of $12,000,000 comprising:

 

4,255,319 flow-through units of the Company (each, a “FT Unit”) at a price of $0.47 per FT Unit for gross proceeds of $2,000,000 from the sale of FT Units; and

 

21,276,596 FT Units to be sold to charitable buyers (each, a “Charity FT Unit”) at a price of $0.47 for gross proceeds of $10,000,000 from the sale of Charity FT Units.

 

Each FT Unit issued pursuant to the offering is comprised of one common share of the Company and one-half common share purchase warrant. Each FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.47 at any time on or before May 26, 2026. The Company paid cash finders’ fees of $712,500 and incurred $117,307 expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,515,957 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.35 at any time on or before May 26, 2025.

Page | 25

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Liquidity and capital resources (continued)

 

December 21, 2022

 

The Company closed a private placement for gross proceeds of $8,000,000, comprising 19,047,619 flow-through shares of the Company at a price of $0.42 per share.

 

The Company paid a cash finders’ fee of $450,000 and incurred $169,024 in expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,071,427 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.42 per share at any time on or before December 21, 2024. The fair value of the brokers’ warrants was determined based on the closing trading price on December 21, 2022 and the fair value of warrants was determined using the Black-Scholes pricing model. $137,000 was recorded as share issuance cost. The fair value of the warrants was determined using the Black-Scholes pricing model using the following assumptions: a volatility of 110.80%; risk-free interest rate of 3.65%; expected life of 2 years; and a dividend rate of 0%.

 

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel.

 

  2023 2022
  $ $
Compensation costs    
     
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel 1,094,968 607,413
Office rent paid to a company with common directors and officers   4,800
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel 4,375,167 972,866
  5,470,135 1,585,079
     
Exploration and evaluation expenditure 600,529 19,992
Total 6,070,664 1,605,071

 

Included in accounts payable at June 30, 2023 is $59,091 (June 30, 2022 - $31,219) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand. These transactions were in the normal course of operations.

 

Outstanding share data

 

As at the date of this document, the Company has 456,374,570 common shares issued and outstanding, 23,683,857 incentive stock options outstanding with exercise prices ranging from $0.12 to $0.33 per share, 51,337,084 warrants outstanding with exercise prices ranging from $0.20 to $0.485 per share, and 24,243,451 restricted stock units outstanding.

Page | 26

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Financial Instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents FVTPL
Marketable securities FVTPL
Accounts payable and accrued liabilities Amortized cost
   
Lease liability Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, the Company., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

Page | 27

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Key estimates and judgments (continued)

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

Significant accounting policies

 

A summary of the Company’s significant accounting policies is included in Note 3 of the audited financial statements for the year ended June 30, 2023.

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

Page | 28

 

F3 Uranium Corp. 

(formerly Fission 3.0 Corp.)

Management’s Discussion and Analysis
For the year ended June 30, 2023 

(Expressed in Canadian dollars, unless otherwise noted)

(LOGO)

 

Cautionary notes regarding forward-looking statements ( continued)

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 29

 

SCHEDULE “P”

 

F3 Interim Financial Statements and related MD&A

 

(see attached) 

77

 

 (LOGO)

 

Management’s Discussion & Analysis

 

F3 Uranium Corp.

 

For the Nine Months Ended
March 31, 2024

 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of May 30, 2024, should be read in conjunction with the condensed interim consolidated financials for the same period and the consolidated financial statements and accompanying notes of F3 Uranium Corp. (formerly Fission 3.0 Corp.) (the “Company”) for the nine months ended March 31, 2024 and the audited year ended June 30, 2023 with relates notes thereto.

 

The Company’s condensed interim consolidated financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”) as at March 31, 2024.

 

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com. Further information including news releases and property maps are available on the Company’s website at www.fission3corp.com, or by requesting further information from the Company’s head office located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., Vice President Exploration of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in Alberta, and in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host high grade uranium. The preference is to evaluate early stage properties with the potential to host high grade uranium at shallow depths and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means. Therefore, the Company engages in early stage land acquisitions and is a “Project Generator”.

 

The Company has approximately 211,384 ha of exploration properties with uranium potential in Saskatchewan and Alberta in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FISOF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Corporate goals

 

Overall

 

The Company’s goals are to discover an economic uranium deposit through exploration and to develop it. In addition, the Company will use its award-winning technical team to continually identify, evaluate and stake mineral claims in the Athabasca Basin that are prospective for high-grade uranium for exploration at a later stage. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Fission Uranium’s shallow, high-grade uranium discovery at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radon surveys, underwater spectrometer analysis and radiometric airborne surveys; the same technology used to identify the high-grade boulder field at PLS.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Spin-out of F3 Uranium Corp.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 39,946 hectares, will remain with F3. It is expected that the Spin-Out will be effected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act.

 

Summary of significant accomplishments and corporate developments for the period ended March 31, 2024

 

A new uranium discovery at the PLN Property, named the JR Zone, was made in the second drill hole of the fall program. PLN22-035 is a 730 m step-out from a weakly mineralized drillhole, PLN14-019, drilled in 2014. Uranium assay results from the discovery hole PLN22-035 at PLN, returned one continuous 15.0 m interval averaging 6.97% U3O8 including a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

Page | 2

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at March 31, 2024 is shown below. This table excludes the 37 claims at Hobo Lake which was subsequently exchanged for another set of claims on January 22, 2024; the carrying value of Hobo Lake at March 31, 2024 was $949,675. See Note 8(d)(ii) of the nine months ended March 31, 2024 financial statements, and further discussion below. 

 

Property Location Ownership Claims Hectares Stage Carrying value
PLS Area            
Clearwater West 

Athabasca Basin Region, SK

100%

 3

11,786

3

225

Patterson Lake North Athabasca Basin Region, SK 100% 2 4,074 3 46,124,514
Broach Athabasca Basin Region, SK 100% 17 19,023 3 951,498
Minto Athabasca Basin Region, SK 100% 23 19,864 3 788
Wales Lake Athabasca Basin Region, SK 100% 31 42,134 3 1,274,478
Smart Lake Athabasca Basin Region, SK 100% 3 1,870 1 863
Todd Athabasca Basin Region, SK 100% 4 9,704 2 24,592
James Creek Athabasca Basin Region, SK 100% 2 1,089 1 -
Total: PLS Area     85 109,544   48,376,958
             
Key Lake Area             

Bird Lake

Athabasca Basin Region, SK

100%

1

 1,803

2

270,071

Grey Island Athabasca Basin Region, SK 100% 22 47,912 1 35,193
Lazy Edward Bay Athabasca Basin Region, SK 100% 11 1,828 3 54,431
Seahorse Lake Athabasca Basin Region, SK 100% 3 7,519 2 185,591
Henderson Lake Athabasca Basin Region, SK 100% 1 1,427 1 -
Total: Key Lake Area     38 60,489   545,286
             
Beaverlodge/Uranium City Area             
Beaver River  Athabasca Basin Region, SK 

  100%

 9

7,599

 2

 286,883

Hearty Bay Athabasca Basin Region, SK 100% 7 11,173 3 196,134
Total: Beaverlodge/Uranium City Area 16 18,772 483,017
     
Northeast Athabasca Basin Area            
Bell Lake

Athabasca Basin Region, SK

100%

2,225

1

-

Cree Bay Athabasca Basin Region, SK 100% 16 14,080 3 1,053,922
Flowerdew Lake Athabasca Basin Region, SK 100% 4 5,664 1 11,402
Murphy Lake Athabasca Basin Region, SK 100% 8 609 3 3,899,587
Total: Northeast Athabasca Basin Area 29 22,578 4,964,911
       
Totals 168 211,383 54,370,172

 

Exploration Stage:

 

1.Prospecting

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling,

 

3.Drilling

 

Within the Athabasca Basin Region, the Company’s properties are all located in areas that are prospective for near surface uranium mineralization in both basement and unconformity hosted models. The emphasis for land selection has been on identifying shallow hosted mineralization potential in conjunction with underlying structural and alteration features associated with appropriate lithologic units, with a focus on being near historic mining districts (such as Beaverlodge / Uranium City in north-western Athabasca Basin region and Key Lake area in the eastern Athabasca Basin region) or emerging major mining districts (such as the south-western Athabasca Basin region). As such, property locations tend to be proximal to the Athabasca Basin margins. Three geographic areas represent a key focus area and these include:

 

1.PLS Area: Includes 109,544 ha in eight properties.

 

2.Key Lake Area: Includes 60,489 ha in five properties.

 

3.Beaverlodge/Uranium City Area: Includes 18,772 ha in two properties.

Page | 3

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

There are four other highly prospective properties within the Athabasca Basin Region in Saskatchewan which fall outside these three geographical areas, all situated in geologically attractive settings that indicate the potential to host uranium mineralization.

 

PLS Area, Canada

 

The PLS area has been the focus of two of the most significant, recently discovered deposits in the Athabasca Basin; Fission Uranium’s Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The PLS Area portfolio consists of 85 claims and 109,544 ha on eight properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Fission Uranium’s Triple R deposit.

 

Recent developments on the PLS Area properties include:

 

Clearwater West Property

 

The Clearwater West property (CWW) encompasses three contiguous claims covering 11,786 ha. The uranium mineralization model that is envisioned for the CWW property is analogous to the structurally controlled Athabasca Basin unconformity deposits. These deposits are generally associated with hydrothermally altered, structurally controlled metasedimentary lithology, which appears as magnetic lows on geophysical surveys.

 

Between 2013 and 2015 various airborne and ground geophysics programs were conducted to investigate and evaluate the subsurface properties. The goal was to assist in assessing exploration potential and identifying drill targets. In 2013, a high-resolution magnetic and radiometric airborne survey was completed over the entire property. In 2014, an airborne VTEM magnetic and electromagnetic (EM) geophysical survey identified several EM conductors on the property’s east side. These may represent on-strike continuation of the EM conductors seen on the PLS property immediately to the north. In 2015, a DC resistivity and EM ground geophysical survey prioritized drill locations over eight separate EM conductors.

 

In 2015, a three-hole drill program spanning 534 m was completed. Drilling intersected wide intervals of hydrothermal alteration and structural features and locally narrow anomalous radioactivity, with a peak of 2,333 cps over 0.1 m (measured from a down-hole gamma probe).

 

In May 2023 an option agreement was entered into with SKRR Exploration Inc. respecting an option for SKRR to acquire up to a 70% interest in the property.

 

Patterson Lake North (PLN) Property

 

The PLN property consists of 2 claims covering 4,074 ha and is located 17 km to the north of Fission Uranium’s PLS high-grade Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

 

A summary of exploration activity on the PLN property is as follows:

 

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

 

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization.

Page | 4

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor. Previous drilling in 2014, including hole PLN14-019 (6.0 m @ 0.012% U3O8), indicated the conductive corridor to be prospective for mineralization. All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

 

The fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

 

This drilling program, spanning 7,575 m expanded the known length of the JR Zone to 105 m.

Page | 5

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

 

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

 

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra-high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of 10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra-high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up-dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity. PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade 0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

 

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 first confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandsone immediately above the JR Zone, 3.5 km away. Hole PLN23-095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093. PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

 

By September 19, 2023 the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the SE than the previously defined historical A1 and parallel and offset B1 conductors. Final interpreted results are pending.

 

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023 and results are pending processing and interpretation by Geotexera Inc.

 

The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101. PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

Page | 6

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23-101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

 

The fall 2023 drill program concluded on December 11, 2023 with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

 

The winter drill program ran between January – April 2024 and totaled 30 diamond drillholes for a total drill meterage of 12,100 m. The JR Zone continued to deliver high-grade intercepts including PLN23-137 with 18.5 m of anomalous radioactivity including a 1.25m intersection of composite off-scale (> 65,535 cps) mineralization. Considerable undrilled gaps remain open for exploration along the A1 main shear. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the developemnt of the Athabasca Basin.

 

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. Interpreted results of this survey are pending.

 

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, has been ongoing during the winter/spring of 2024. Results are pending.

 

Broach Property

 

The Broach Property comprises 17 claims totaling 19,023 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

 

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Fission Uranium’s Triple R deposit and NexGen’s Arrow Deposit.

 

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

 

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

 

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected ’sandstone chimney’ alteration that was indicated by the ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

Page | 7

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Broach Property (continued)

 

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

 

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

 

Minto Property

 

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

 

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong ‘late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

A single test line of ground magneto-tellurics (MT) was completed over the ‘N’ conductor in October 2013.

 

During winter-spring 2014 surveys in the A4 Extension area and the ‘N’ conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted in order to define drill targets.

 

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the ‘N’ conductor target. A total of 1,157 m was drilled. The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

 

Smart Lake Property

 

The Smart Lake Property consists of three claims covering 1,870 ha. It is approximately 25 km northwest of, and roughly on trend with, the recently discovered PLN JR Uranium Zone. There is no recorded historic groundwork within the property claims, but nearby historic drilling indicates a bedrock unconformity depth in the range of 250 m.

 

Wales Lake Property

 

The Wales Lake Property consists of 31 claims in a single geographic block totaling 42,134 ha. It is located outside the margin of the southwest Athabasca Basin. The Wales Lake claims are situated approximately 25 km to the south and west of Fission Uranium’s flagship Triple R uranium deposit and occupies the same stratigraphic position within the Clearwater Domain. The Wales Lake project represents relatively shallow depth target areas outside of the margin of the Athabasca Basin.

Page | 8

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Wales Lake Property (continued)

 

In summer 2017, the Company contracted Geotech Ltd. to use their helicopter-borne VTEM system to survey a total of 1,546 line-km at 200 m line-spacing over the Wales Lake claims within Blocks A & C.

 

A ground geophysical small moving loop electromagnetic survey was conducted by Discovery Geophysics Inc., in November 2018 within the Block C area. Nine grid lines were surveyed for a total of 21.5 km. Survey lines targeted prospective anomalies interpreted from the 2017 airborne VTEM survey. As a result of analysis of both surveys, a claim of 5,547 ha was staked in December 2018 to capture prospective ground on the southwest corner of Block C.

 

In December 2018, follow-up drilling within Block C targeted anomalies as interpreted from the ground electromagnetic survey. The drilling resulted in two completed holes totaling 586 m. The intersected lithologies were gneissic with intervals of moderate to strong hematite and chlorite alteration. Hole WL18-002 encountered a 0.5 m interval of anomalous radioactivity associated with a pegmatite vein.

 

In June 2019 a small moving loop TEM survey was conducted over a distance of 3.2 km on a single line in the northwest claim block (Block A). The purpose was to better delineate VTEM conductors.

 

Subsequently in July and August 2019 a VTEM survey was flown over two distinct claim blocks, B and C, covering a total area of 1,096 km. The survey successfully identified several conductive packages. Ground follow-up is necessary for complex conductors and P-type responses to establish drill targets.

 

Todd Property

 

The Todd Property encompasses four claims covering 9,704 ha. Its eastern boundary aligns with the Fission Uranium Corp.’s PLS Property, which hosts the Triple R uranium deposit. Like the PLS Property, the Todd Property lies outside the Athabasca Basin’s sediment cover. Most of the Property overlies granites of the Clearwater Domain and high metamorphic grade orthogneisses of the Lloyd Domain.

 

Historically, minimal exploration work was conducted until 2013. During this year, Dale Resources Corp. (DRC) and Aldrin Resources Corp. (ARC) flew a high-resolution magnetic and electromagnetic (VTEM) airborne survey. This was done in tandem with an airborne spectrometer survey. Five areas within the Todd Property boundaries were selected for ground follow-up due to their anomalous uranium (ppm) values. It remains unclear whether any subsequent groundwork was carried out.

 

In 2016, DRC/ARC flew an airborne audio frequency electromagnetic (AFMAG ZTEM) survey over the south half of the Property. The interpretation of this survey revealed two zones indicating deep basement conductors extending into the sedimentary sections. Both zones are flanked by basement uplift and structure, as inferred from airborne magnetics.

 

James Creek Property

 

The James Creek Property was map-staked in January 2024 and comprises two non-contiguous claims covering 1,089 ha. The property is 43 km northeast of the PLN JR uranium zone, and 20 km southeast of the Shea Creek uranium deposits (four zones containing 67.57 Mlbs of U3O8 Indicated and 28.06 Mlbs U3O8 Inferred). The James Creek area is characterized by north-northwest trending strike-extensive electromagnetic conductors, associated with a wide magnetic low that may be indicative of favourable metasediment lithologies. The property has seen minimal recent exploration efforts and no historic drilling.

Page | 9

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Key Lake Area, Canada

 

The Key Lake area is a significant historic mining district that hosts the Key Lake uranium deposits and mine and mill complex, co-owned by Cameco Corp. and Orano Canada Inc. This mine produced 208 million pounds of uranium from 1975 to 1997. The Key Lake mill, one of the world’s largest, processed ore from the McArthur River uranium deposit. However, due to low uranium prices, Cameco announced an indefinite suspension of mining of McArthur River in 2018. The area is considered highly prospective for discovering new uranium occurrences.

 

The Company’s Key Lake Area portfolio includes five properties: Bird Lake, Grey Island, Lazy Edward Bay, Seahorse Lake and Henderson Lake. These properties total 38 claims and 60,489 ha. They are located within and near the Key Lake Shear Zone, a broad northeast-southwest trending metasedimentary corridor characterized by a magnetic low in geophysical surveys. Numerous basement EM conductors are present within this corridor.

 

These EM conductors in metasedimentary corridors represent the classic setting for structurally controlled Athabasca-style high-grade uranium deposits. The Company believes its Key Lake area properties could host near-surface high-grade uranium mineralization similar to the nearby historic Key Lake deposits. All properties have undergone significant historic exploration that has identified various geophysical and geochemical anomalies and enhanced their overall merits.

 

Recent developments on the Key Lake Area properties include:

 

Bird Lake Property

 

Acquired by staking in February 2020, the Bird Lake Property comprises one mineral claim with an area of 1,803 ha. It is located 13 km northeast of the McArthur River Uranium Mine. The property overlies a northeast trending regional magnetic low within favourable Wollaston domain lithologies and is associated with the prospective Bird Lake fault system, a large scale thrust fault with offset of up to 50 m and overlain by approximately 150 m of Athabasca sediments.

 

In April and May 2022, geophysical surveys were conducted, resulting in the collection of 11.53 line-km of DC Resistivity and 10.50 line-km of Small Moving Loop Time Domain Electromagnetics data. The interpreted responses were weak and no definitive drill targets could be established. However, there is potential to follow up historic (pre-Fission) drilling that targeted a possible extension of the Bird Lake fault trending onto the property from the east.

 

Grey Island Property

 

The Grey Island Property, acquired in October 2021 and expanded in January 2024, comprises 22 claims spanning an area of 47,912 ha. The property is situated 35 km east of a major basement structural feature, the Cable Bay Shear Zone (CBSZ). Prominent structural splays from the CBSZ intersect with a favourable northeast trending structure/conductor within the Grey Island property. A historic drill-hole on this feature revealed strong bleaching and alteration in the sandstone and anomalous uranium (2.16 ppm) above the unconformity. The basement rocks exhibited pyritic and highly graphitic mineralization.

 

Lazy Edward Bay Property

 

The Lazy Edward Bay Property was staked in April 2020 and comprises 11 mineral claims covering an area of 1,828 ha. This property is located over shallow sandstone cover along the highly prospective Wollaston-Mudjatik lithologic trend of the eastern Athabasca Basin. The western portion of the property captures most of the Ponderosa conductive trend, along with historic drill holes LE-072 and LE-073 that respectively encountered 170 ppm uranium in brecciated and sheared gneiss, and 40 ppm uranium along with 550 ppm boron within sandstone fault gouge. Claims in the eastern portion of the property cover part of the Liberty conductive trend, with nearby historic drillhole LE-001 intersecting 224 ppm U3O8 over 0.5 metres.

Page | 10

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Key Lake Area, Canada (continued)

 

Lazy Edward Bay Property (continued)

 

A ten-hole, 3,005 m drill program was carried out in May and June 2022. Drilling encountered favorable structure and alteration along the Horse West (aka Ponderosa) conductor near historic hole LE-073, confirming this conductive corridor’s prospectivity for possible high-grade uranium mineralization. Geochemical analyses of drill core returned weakly anomalous radioactivity over narrow widths. Further drilling along this conductor is warranted. The drilling program was funded by Traction Uranium Corp., per the terms of their December 9, 2021 Option Agreement whereby Traction can acquire up to a 70% interest in the property. On December 24, 2022, Traction terminated the option for the Lazy Edward Bay Property.

 

Seahorse Lake Property

 

The Seahorse Lake Property, staked in April 2020, encompasses three mineral claims over an area covering 7,519 ha. Situated above shallow sandstone cover, this property aligns with the highly prospective Wollaston-Mudjatik lithologic trend of the eastern Athabasca Basin. A historic drill-hole (4679-1-81) targeted a resistivity low anomaly and encountered fractured broken core from a depth of 53 m past the Athabasca unconformity to a depth of 139 m. In the summer of 2022, a ground Moving Loop Time Domain EM survey covered 14.55 km to define conductive geologic structures on the property. The survey responses likely indicated a wide conductive block as the source of historic airborne electromagnetic anomalies.

 

Henderson Lake Property

 

The Henderson Lake Property was staked in January 2024 and consists of one claim totaling 1,427 hectares. The area is characterised by the Cable Bay Shear Zone (CBSZ), a significant crustal-scale structural feature that transects the Athabasca Basin through the Mudjatik geologic domain. The property encompasses a small portion of a strike-extensive conductor system that is coincident with the CBSZ and lies just 20 km south of the Athabasca Basin’s sedimentary cover. Nearby historic drilling returned 0.06% U3O8 in quartz/pegmatite zones within graphitic semi-pelitic metasediments.

 

Beaverlodge/Uranium City Area, Canada

 

The Beaverlodge/Uranium City region is a major historic uranium mining district and was home to Saskatchewan’s first uranium mining operations. Before the discovery of high-grade uranium mineralization in the Athabasca Basin, the Beaverlodge area was Saskatchewan’s most important uranium mining district. Throughout the 1950’s and 1960’s, 52 mines were in operation.

 

The Beaverlodge/Uranium City Area portfolio consists of 16 claims covering 18,772 ha across two properties. The most recent developments on these properties are as follows: 

 

Beaver River Property

 

The Beaver River Property consists of 9 claims totaling 7,599 ha. Located on the north central edge of Saskatchewan’s Athabasca Basin, it is approximately 44 km east of Uranium City, Saskatchewan. The property includes numerous confirmed EM basement conductors and several uranium showings with surface outcrop sample assays of up to 3.66% U3O8.

 

In May 2016, the Company completed an airborne VTEM survey covering 880 line-km at 200 m line-spacing. This survey was focused on the property’s eastern portion, an area known for its several identified historic in-situ uranium anomalies. The survey defined conductive packages over the entire project area, with more than 258 km of conductors identified by the VTEM survey. The interpreted results indicate the presence of complex conductor swarms requiring ground follow-up to establish drill targets. The project area is characterized by numerous zones of enhanced conductivity and many areas where trend widening is evident due to an increase in parallel multiple conductors. Additionally, there are numerous offsets and termination points indicative of cross structure.

Page | 11

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Beaverlodge/Uranium City Area, Canada (continued)

 

Beaver River Property (continued)

 

In July and August 2019, the Company carried out a field program that prospected historic showings, airborne radiometric anomalies, and VTEM anomalies near zones of structural complexity, in the south-central and north area of the property. Significant results from historic showings included Coin Canyon with assays of 2.55% U3O8 and 0.41% Ni, Kisiwak Lake running 2.04% U3O8 and 0.26 g/t Au, and the VIC showing with up to 1.1% U3O8, 0.98% Cu, and 0.14% Ni. New discoveries in the north area of the property included the Trigger Zone - a radioactive vein (0.3 m wide) hosted in a quartz-feldspar gneiss running up to 13.9% U3O8 and 2.27 g/t Au.

 

Hearty Bay Property

 

The Hearty Bay Property, located on the northern edge of the Athabasca basin, comprises seven mineral claims totalling 11,173 ha. It is situated 20 km west of the Fond-du-Lac uranium deposit and 60 km east of the Beaver Lodge uranium district.

 

The Property encompasses the historic Isle Brochet radioactive sandstone boulder trains. These are one-kilometer-long dispersal trains that trend along the main ice direction and containing up to 3% uranium. Several more radioactive boulders of both sandstone and basement origin were discovered approximately 600 m to the northeast, on the bottom of Lake Athabasca. Historic drilling near these boulders did not intersect any significant radioactivity, leaving the source undetermined. Historic surveys identified strong airborne EM conductors within the property, up-ice of the radioactive boulder trains.

 

In July-August 2019, the Company conducted a field program that examined glaciology characteristics of the radioactive boulder train area and prospected conductors and radiometric anomalies on the north mainland. Boulder prospecting on Isle Brochet yielded results exceeding historic findings, with uranium content up to 8.23% U3O8 in new sampling. Additionally, 271 km of detailed marine acoustic data was collected northeast of Isle Brochet and up-ice of the radioactive boulder trains. This data revealed structural lineaments and potential sandstone outliers that may be associated with the source of the radioactive boulders on Isle Brochet and represent possible drill targets. A marine spectrometer survey collected 1,161 measurements of the lake bottom in areas interpreted from the acoustic survey as prospective for sandstone outliers. This reaffirmed an area of submarine radioactive boulders found by Eldorado Nuclear/DNR in 1977 and located groupings of anomalous results further up-ice from the island boulder trains. A radon soil gas survey sampled 148 sites across the strike of the radioactive boulder trains; however, results from this survey were inconclusive.

 

In March 2022, the Company carried out a 77 line-km ground EM geophysics survey and completed 14 drill holes for a total of 1,304 m of diamond drilling. The objective was to test interpreted structural features and sandstone outliers based on the 2019 marine seismic acoustic survey in the main up-ice direction from the historic high-grade uranium boulder trains on Isle Brochet and beyond the known edge of the Athabasca Basin. While no sandstone outliers were identified, holes HB22-005 and HB22-008 intersected a three-meter zone and an 11.5 m zone, respectively of brecciated and faulted basement rocks with hydrothermal clay alteration. The ground EM survey identified previously unknown northeast-trending basement conductors to the northeast of Isle Brochet. Drillhole HB22-008 is located at the southwest end of these new two-kilometer-long subparallel conductors. The ground geophysics and drilling program was funded by Traction Uranium Corp., in accordance with the terms of the December 9, 2021 Option Agreement, whereby Traction can acquire up to a 70% interest in the property from the Company. 

Page | 12

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Beaverlodge/Uranium City Area, Canada (continued)

 

Hearty Bay Property (continued)

 

In the fall of 2022, Palmer Environmental Consulting Group (now a division of SLR Consulting Ltd.) was employed to complete a reconnaissance field visit to Isle Brochet. The purpose was to characterize the surficial environment where high-grade uranium boulders were discovered and to identify suitable exploration strategies for ongoing work programs. A team prospected the south part of the island and discovered new in-situ mineralized boulders. It was also found that sub-glacial till, an optimal media for exploration purposes, was commonly present at depth. As a result, an island-wide base-of-till sampling program was developed and carried out by Palmer during winter 2023. The data revealed two distinct linear dispersal patterns in subglacial till composed of uranium and other pathfinder elements, thereby providing new target areas for drill testing in 2024. Six new radioactive boulders were also discovered that assayed up to 4.23% U3O8.

 

In conjunction with Palmers research work, an airborne Lidar survey was flown in fall 2022 to provide detailed glacial land form mapping to supplement the ground based studies.

 

In early 2024 a ground gravity survey was completed to cover areas of interest up-ice of the Isle Brochet radioactive boulders. The survey was expected to delineate areas of possible basement rock alteration that is favourable for uranium mineralization.

 

In March 2024 a sonic drill rig was mobilized to the property in a program designed to find the source of the glacially dispersed uraniferous boulders and anomalous till geochemistry on Isle Brochet. The program envisioned 2,000 m of drilling that would sample both overburden and bedrock. The program was halted due to deteriorating ice conditions.

 

Northeast Athabasca Basin Area, Canada

 

The Company possesses 29 claims, which total 22,578 ha, spread across four uranium properties in the Northeast Athabasca Basin area of Saskatchewan. This basin area overlays the northeast trending Wollaston-Mudjatik Transition/Shear Zone, expressed as a broad low magnetic zone in the basement rocks. This zone often exhibits conductive characteristics coinciding with known uranium deposits including McArthur River, Cigar Lake, and Rabbit Lake. All properties are prospective for basement and/or unconformity hosted mineralization settings.

 

The most recent developments on the Northeast Athabasca Basin Area properties are follows:

 

Bell Lake Property

 

Acquired in July 2023 through staking, the Bell Lake property consists of one claim totaling 2,225 ha. It is located within the northeast Athabasca Basin, approximately 55 km northwest of the McLean Lake Uranium Mine and Mill. Access is available from Provincial Highway #905, three kilometers to the west. Bell Lake is nine kilometers west of the recently discovered Hurricane Uranium Zone. Drilling at the Hurricane Zone in 2020 revealed high-grade mineralized intersections of 33.9% U3O8 over 8.5 m, including 57.1% U3O8 over 5.0 m. The Athabasca sandstone cover is expected to be approximately 300 m thick based on nearby drilling; however, no historic drilling has been carried out within the property.

 

Cree Bay Property

 

The Cree Bay property comprises 16 claims totaling 14,080 ha and is located on the inside edge of the northern Athabasca Basin. The town of Stony Rapids is 20 km to the north, and the historic Nisto uranium mine is 13 km to the northeast.

 

In August 2015, a high resolution airborne magnetic and radiometric survey covering 4,214 line-km at 50 m line spacing was completed over the property.

 

In September 2017, a DC Resistivity Induced Polarization ground geophysical survey was conducted, covering two separate grids spanning 24 km. The survey focused on sections of strong conductivity, interpreted from a historic airborne Geotem electromagnetic survey. It detected basement conductive features and some sandstone resistivity low (alteration) features. However, difficulties were encountered while surveying on Black Lake. The survey confirmed anomalous conditions indicative of alteration halos in the lower sandstone.

Page | 13

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Northeast Athabasca Basin Area, Canada (continued)

 

Cree Bay Property (continued)

 

In April 2019, Discovery Geophysics Inc. conducted a nine-line, 27 km DCIP Resistivity and moving loop TEM survey over the area identified as most prospective by the historic GEOTEM electromagnetic survey. The TEM survey results returned weak conductor responses, while the DC/IP resolved a strong resistivity anomaly on L2700 and a weaker one on L2100.

 

In June 2019, the Company completed a first pass drill program on the property. Two holes were drilled for a total of 1,045 m, encountering significant faulting, strong hydrothermal alteration, and elevated concentrations of pathfinder elements. The depth to the basement unconformity was intersected approximately 200 m deeper than expected, indicating a possible major offset in the vicinity. This could be a favorable setting for hosting high-grade uranium, such as at the MacArthur River deposit. Both holes were drilled on the same section line and intersected the same anomalous fault zone. This defined a broad target area, approximately 300 m, for potential follow-up drilling where it roughly projects to intersect the basement unconformity, approximately 600 m down dip.

 

Due to the deeper than expected basement unconformity, the previous ground geophysics could not image deep enough. In March 2022, the Company carried out a 10.5 line-km Sideline Moving Loop Time Domain Electromagnetic (TDEM) survey designed to pinpoint potential conductive basement faults at these greater depths and provide discrete drill targets. These may represent reactivated structures with the potential to provide pathways for uranium mineralizing fluids. The survey interpretation revealed two significant conductors: Conductor B is a shallower feature located underneath Black Lake; Conductor A is significantly deeper (between 383 m and 597 m depth) and lies along the west edge of the resistivity low anomaly that was detected during the 2019 surveys. This conductor location is west of where it was originally interpreted from the 2019 survey.

 

Flowerdew Lake Property

 

The Flowerdew Lake Property, acquired in October 2021, comprises four mineral claims totaling 5,664 ha. The property is located along the Wollaston-Mudjatik lithostructural transition zone, approximately 60 km northeast of Rabbit Lake. It overlies a strongly conductive basement feature that coincides with a significant resistivity low zone. This is indicative of altered basement meta-pelite rocks favourable for uranium mineralization. The property has not been drill tested.

 

Murphy Lake Property

 

The Murphy Lake Property comprises eight mineral claims covering an area of 609 ha. This Property is located in the eastern Athabasca Basin, on the west edge of the favourable Wollaston-Mudjatik lithologic trend. The Property covers a curvilinear EM conductor that is a splay to the east from a regional conductive trend. This trend hosts the La Rocque Uranium Zone, 4.5 km to the west, where intersections along a 400 m drill-defined strike length have returned up to 18.6% uranium over 2.7 m, along with high values of associated base metals and gold. The same trend hosts the Hurricane Uranium Zone recently discovered by ISO Energy Ltd., which is currently 575 m long, 75 m across, and 11 m thick.

 

Historic drilling by Areva along the conductor within the Property intersected a graphitic and sulphide rich basement conductive unit, with assays up to 199 ppm uranium at 350 m depth, just above the unconformity. 

Page | 14

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Northeast Athabasca Basin Area, Canada (continued)

 

Murphy Lake Property (continued)

 

A five-hole, first-pass drill program spanning 2,502 m was initiated in July 2022. The initial aim of the program was to follow a north-striking conductor trend on the east side of the property where Cameco intersected uranium values up to 0.09% U3O8 in historic drill hole Q23-5, 3.2km south of the property boundary. The intersection of encouraging graphite and sulphide-rich basement structures prompted the Company to continue to define the structures northward with ground EM Geophysics. The drill program was expanded and consisted of 14 completed drillholes totalling 6,850m. Drill hole ML22-006, located 4.2km north of Cameco’s historic drill hole Q23-5, intersected a two-meter interval of variable radioactivity including a 0.5 m interval with a maximum of 2,300 cps, 20.9 m below the Athabasca Unconformity. This resulted in laboratory assays of 0.065% U3O8 over 2.5m from 322.5m to 325.0m, including 0.242% U3O8 over 0.5m.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (Traction) for Traction to acquire up to a 70% interest in two properties controlled by the Company: Hearty Bay Project, and the Lazy Edward Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Option Agreements in respect of the Hearty Bay Project (the “Hearty Bay Agreement”), the Company granted an option to Traction to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period (met - $150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. As at June 30, 2023, the Company had incurred the $1,000,000 in eligible expenditures. During the period ended March 31, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at March 31, 2024, the Company incurred $479,763 in eligible expenditures and has a commitment to spend the remaining $1,520,237.

  

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

  

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025).

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

Page | 15

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Traction Uranium Corp. Option Agreements (continued)

 

The Company will retain a 2.0% net smelter royalty (“NSR”) on the property.

 

During the period ended March 31, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $195,790 (2023 - $nil) and the remainder of $nil (2023 - $nil) was recognized as a recovery on mineral rights in the statements of loss and comprehensive loss.

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i.Pay cash payments to Fission of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

 

iii.Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. As at June 30, 2022, the Company incurred $1,406,344 in eligible expenditures and the remaining balance of $93,656 was incurred during the year ended June 30, 2023. As at June 30, 2023, Traction has not yet met the full exploration commitment.

 

The Company will retain a 2.0% NSR on the property. 

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

 

SKRR Exploration Inc. Option Agreement

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 (met - $50,000 received).

  

ii.The issuance of 1,000,000 commons shares of SKRR (met - received with a fair value of $225,000).

Page | 16

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

SKRR Exploration Inc. Option Agreement (continued) 

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (met – received with a fair value of $78,650). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024.

  

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

  

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the period ended March 31, 2024, the total consideration received of $78,650 was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $nil and the remainder of $75,460 was recognized as a recovery on mineral rights in the condensed interim consolidated statement of loss and comprehensive loss.

 

Murphy Lake (Letter of Intent)

 

On February 13, 2024, F4 Uranium Corp., wholly-owned subsidiary of the Company, entered into a non- binding letter of intent with Canadian GoldCamps Corp. (“Camp”), outlining the terms for Camp to earn up to a 70% interest in the Murphy Lake property in the Athabasca Basin, Saskatchewan (the “LOI”). Under the proposed terms, Camp will commit to $1,400,000 in cash payments, $18,000,000 in exploration expenditures, and the issuance of shares representing 9.9% of the issued and outstanding shares of Camp. As part of the initial terms, Camp made an initial payment of $100,000 upon signing the LOI. The completion of this transaction is contingent upon the parties entering a Definitive Agreement within 90 days.

 

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply / demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

Page | 17

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011.

 

Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed: 

 

Country In Operation Under construction Planned Proposed
China 48 14 42 168
India 22 7 14 28
Russia 39 3 24 22
USA 94 2 3 18
Canada 19 - - 2
Japan 33 2 1 8
Saudi-Arabia - - - 16
South Korea 24 4 - 2
Ukraine 15 2 - 2
Others 148 19 20 59
Total 442 53 104 325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020)

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others. It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production. This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward. 

Page | 18

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

U3O8 prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC – the world’s largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations.

 

This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require frontloading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price. It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities – thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

 

Additionally, with its ongoing shutdown of McArthur River and prior suspension of Cigar Lake, Cameco will continue to have to buy significant pounds in the spot market. As of its most recent quarterly update, Cameco claims that it is the world’s largest purchaser in the spot market and has acquired over 50mm lbs from the spot market to date.

Page | 19

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

Uranium demand/supply fundamentals

 

(LINE GRAPH) 

 

(Source: EIA, Euratom - Future contract coverage rates)

 

Emerging Demand – Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

 

China – driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium. Additional long- term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

Page | 20

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

 

(LINE GRAPH)

 

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

However, we continue to see improvements. Japan is currently operating a total of nine reactors, of which two were first restarted in 2015 and seven more have restarted since. A further 18 reactors are currently in the restart approval process with 16 of them already clearing government requirements for restart. This is in addition to the two reactors under construction and nine new reactors being planned or proposed. With reactors coming back online and plans to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

While the first wave of reactor restarts in Japan is not expected to immediately increase uranium demand as they would likely draw from existing inventory, it should increase confidence that Japan’s utility companies most likely will not sell their uranium fuel stockpiles into the market.

Page | 21

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its McClean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs). With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 22

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

Recently, conflict between the United States and Iran has resulted in accusations of Iran breaking the 2015 agreement that limited its nuclear program, taking the first step toward re- imposing United Nations sanctions. The European countries started the clock on what is anticipated to be 60 days of negotiations with Iran about coming back into full compliance with the nuclear deal. If they cannot resolve their dispute under the agreement, the United Nations could revive sanctions on Iran that had been suspended, including an arms embargo.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

Page | 23

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S. While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit

Page | 24

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

Uranium market

 

(LINE GRAPH)

 

(Source: UxC LLC, www.uxc.com: November 2020)

 

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars. 

 

June 30,

2023

June 30,

2022

June 30,

2021

$ $ $
     

Net loss

(10,175,660)

(5,670,125)

(828,642)

Total assets 50,447,412 29,936,942 13,435,587
Current liabilities 4,162,660 1,459,298 73,284
Shareholders’ equity 44,245,128 28,374,791 13,362,303
Basic and diluted loss per common share (0.03) (0.02) (0.00)

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

Page | 25

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Summary of quarterly results (continued)

 

March 31,

2024

December 31,

2023

September 30,

2023

June 30,

2023

$ $ $ $

Exploration and evaluation assets 

54,370,172

43,963,819

37,796,929

29,762,105

Working capital 32,102,384 43,650,451 28,842,003 16,277,693
Net income (loss) (17,515,539) 366,581 (413,026) (2,736,278)
Net profit (loss) per share basic and diluted

(0.04)

0.00

(0.00)

(0.01)

         
  March 31, December 31, September 30 June 30
  2023 2022 2022 2022
  $ $ $ $

Exploration and evaluation assets

27,601,450

20,479,620

17,545,881

14,463,391

Working capital 7,413,153 10,938,769 10,629,336 13,898,610
Net income (loss) 1,989,809 (8,927,659) (501,532) 581,998
Net profit (loss) per share basic and diluted

0.01

(0.03)

(0.00)

0.00

 

Net loss in the current quarter was affected by the recognition of deferred income tax expense of $7,364,577 and a flow-through share reversal of $2,395,876. The current quarter saw an increase in accretion expense, consulting and director fees, share-based compensation, marketing and wages to support increased exploration operations. Quarter to quarter variances are due to fluctuations corporate and exploration activity driven by cash timing of exploration programs and corporate initiatives. There will be continued volatility quarter to quarter in light of this.

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three and nine months ended March 31, 2024

 

The Company had a net loss of $17,515,539 and net loss of $17,561,985 for the three and nine months ended March 31, 2024 compared to net income of $1,989,809 and loss of $7,439,382 for the comparable prior periods. The change in net loss is primarily attributable to the following factors:

 

Recovery of flow through share premium for incurring eligible exploration expenditures in the previous quarter resulted in an overall reduction of net loss; and deferred income tax expense recognized as a result of the convertible debt measurement.

 

Share-based compensation increased in the current period due to the RSUS and options grants not occurring in the previous period.

 

Consulting and directors’ fees, office and administration, and wages and benefits increased due to increased operating activity.

 

Public relations and communication increased as a result of increasing shareholder awareness of the Company’s activities.

 

Professional fees increased due to an overall ramp up of operating activity, and steps taken for the spin-out.

Page | 26

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at March 31, 2024 the Company had cash and cash equivalents of $34,167,792 and a working capital balance of $32,102,384. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

Convertible Debenture

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture (“Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865.

 

The Company will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the Company’s 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of a change of control transaction, the Company may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.

 

Private placements May 30, 2024

 

The Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 federal flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant.

 

Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee of $540,343 and incurred $70,000 in expenses in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

Page | 27

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Liquidity and capital resources (continued)

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,086,250 and incurred $78,580 in expenses in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025.

 

The fair value of the brokers’ warrants was determined based on the closing trading price on September 12, 2023 and the fair value of warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

May 26, 2023

 

On May 26, 2023, the Company closed a private placement for gross proceeds of $12,000,000 comprising:

 

4,255,319 flow-through units of the Company (each, a “FT Unit”) at a price of $0.47 per FT Unit for gross proceeds of $2,000,000 from the sale of FT Units; and

 

21,276,596 FT Units to be sold to charitable buyers (each, a “Charity FT Unit”) at a price of $0.47 for gross proceeds of $10,000,000 from the sale of Charity FT Units.

 

Each FT Unit issued pursuant to the offering is comprised of one common share of the Company and one-half common share purchase warrant. Each FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.47 at any time on or before May 26, 2026. The Company paid cash finders’ fees of $712,500 and incurred $117,307 expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,515,957 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.35 at any time on or before May 26, 2025.

 

December 21, 2022

 

The Company closed a private placement for gross proceeds of $8,000,000, comprising 19,047,619 flow-through shares of the Company at a price of $0.42 per share.

 

The Company paid a cash finders’ fee of $450,000 and incurred $171,099 in expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,071,427 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.42 per share at any time on or before December 21, 2024. The fair value of the brokers’ warrants was determined based on the closing trading price on December 21, 2022 and the fair value of warrants was determined using the Black-Scholes option pricing model. $137,000 was recorded as share issuance cost. The fair value of the warrants was determined using the Black-Scholes option pricing model using the following assumptions: a volatility of 110.80%; risk-free interest rate of 3.65%; expected life of 2 years; and a dividend rate of 0%.

Page | 28

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel.

 

     
  March 31 March 31,
  2024 2023
  $ $
Compensation costs    
     
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel 2,020,118 912,370
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel 5,155,148 2,973,766
  7,175,266 3,886,136
     
Exploration and evaluation expenditures 905,039 292,500
Total 8,080,305 4,178,636

 

Included in accounts payable at March 31, 2024 is $9,088 (June 30, 2023 - $59,091) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

Outstanding share data

 

As at the date of this document, the Company has 475,495,566 common shares issued and outstanding, 42,641,027 incentive stock options outstanding with exercise prices ranging from $0.12 to $0.45 per share, 38,211,588 warrants outstanding with exercise prices ranging from $0.35 to $0.485 per share, and 33,249,425 restricted stock units outstanding.

 

Financial instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Page | 29

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Financial instruments (continued)

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents FVTPL
Marketable securities FVTPL
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost
Lease liability Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

Page | 30

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Financial instruments (continued)

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at March 31, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

    March 31 June 30
  Dates 2024 2023
    $ $
Accounts payable and accrued liabilities < 6 months 2,953,858 1,715,361

 

Interest rate risk

 

1.From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at March 31, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates.

  

Market risk

 

2.Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

Page | 31

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes option pricing model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

Material accounting policies

 

A summary of the Company’s material accounting policy information is included in Note 3 of the condensed interim consolidated financial statements for the period ended March 31, 2024.

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward- looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

Page | 32

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Management’s Discussion and Analysis
For the nine months ended March 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Cautionary notes regarding forward-looking statements (continued)

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward- looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward- looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 33

 

 
 
 
 
 
 
 
 
 
(F3 URANIUM CORP. LOGO)
 
 
Condensed Interim Consolidated Financial Statements
(Unaudited – prepared by management)
 
 
 
F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
 
 
For the Three- and Nine-Month Period Ended March 31, 2024 and 2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

Table of contents

 

Consolidated statements of financial position 1
   
Consolidated statements of income (loss) and comprehensive income (loss) 2
   
Consolidated statements of changes in shareholders’ equity 3
   
Consolidated statements of cash flows 4
   
Notes to the consolidated financial statements 5-34

 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Condensed interim consolidated statements of financial position
(Expressed in Canadian dollars)
 
       March 31,   June 30, 
   Notes   2024
(unaudited)
   2023
(audited)
 
ASSETS        $    $ 
Current assets               
Cash and cash equivalents   12    34,167,792    17,723,499 
Amounts receivable        507,815    523,920 
Marketable securities   7    361,448    1,444,860 
Investment   7    433,225    217,672 
Deposits        783,052    157,290 
Prepaid expenses        350,821    373,112 
         36,604,153    20,440,353 
                
Right-of-use asset   6    68,941    88,956 
Exploration advances        -    155,998 
Exploration and evaluation assets   8,13    54,370,172    29,762,105 
TOTAL ASSETS        91,043,266    50,447,412 
                
LIABILITIES               
Current liabilities               
Accounts payable and accrued liabilities   13    2,953,858    1,715,361 
Shares to be issued        -    8,400 
Mineral exploration commitment   8    1,520,237    - 
Lease liability – short term   6    27,674    23,228 
Flow-through share premium   10    -    2,415,671 
         4,501,769    4,162,660 
                
Lease liability – long term   6    58,152    79,624 
Convertible debt   9    10,762,279    - 
Deferred income tax liability        8,864,000    1,960,000 
Total liabilities        24,186,200    6,202,284 
                
SHAREHOLDERS’ EQUITY               
Share capital   11    94,821,679    65,157,500 
Subscription receivable   11    -    (26,000)
Reserves   11    27,004,294    19,257,597 
Equity portion of convertible debt   9    2,737,047    - 
Accumulated deficit        (57,705,954)   (40,143,969)
Total shareholders’ equity        66,857,066    44,245,128 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY        91,043,266    50,447,412 

 

Nature of operations (Note 1)

Commitments (Note 17)

Subsequent events (Note 18)

 

Approved by the Board of Directors and authorized for issuance on May 30, 2024:

 

“Devinder Randhawa”  “Terrence Osier”
Director  Director

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 1 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Condensed interim consolidated statements of loss and comprehensive loss
(Expressed in Canadian dollars - Unaudited)
 
   Notes  Three months
ended
March 31,
2024
   Three months
ended
March 31,
2023
   Nine months
ended
March 31,
2024
   Nine months
ended
March 31,
2023
 
       $    $    $    $ 
EXPENSES                       
Accretion interest  9   819,257    -    870,023    - 
Business development      98,974    96,481    312,416    231,814 
Consulting and director fees  13   918,862    869,292    2,555,651    1,254,162 
Depreciation  6   (145)   10,081    20,015    30,241 
Exploration costs      78,006    25,768    78,006    65,131 
Office and administration      (964,432)   11,464    526,399    217,142 
Professional fees (recovery)      (6,356)   (4,478)   446,914    41,140 
Public relations and communications      193,274    1,090,630    1,312,065    1,484,750 
Right-of-use interest  6   1,981    6,271    12,447    20,036 
Share-based compensation  11,13   6,404,215    (3,410,936)   7,930,619    4,741,071 
Wages and benefits  13   298,234    130,120    527,989    195,710 
       (7,841,870)   1,175,307    (14,592,544)   (8,281,197)
Other items:                       
Flow-through share recovery tax  10   (2,395,876)   -    2,415,671    376,776 
Interest income      346,490    189,539    1,386,025    278,344 
Realized gain on marketable securities      21,300    648,926    23,987    95,991 
Recovery on mineral rights  8   75,460    -    75,460    - 
Change in fair value of marketable securities  7   (222,147)   (23,963)   (844,597)   90,704 
Write-off of deposits      (134,319)   -    (134,319)   - 
       (2,309,092)   814,502    2,922,227    841,815 
Income (Loss) before tax      (10,150,962)   1,989,809    (11,670,317)   (7,439,382)
Deferred income tax expense      (7,364,577)   -    (5,891,668)   - 
Income (Loss) and Comprehensive income (loss) for the period      (17,515,539)   1,989,809    (17,561,985)   (7,439,382)
                        
Basic and Diluted Earnings (Loss) Per Share      (0.04)   0.01    (0.04)   (0.02)
Weighted Average Number of Shares Outstanding – Basic and Diluted      472,324,311    339,058,055    470,394,030    301,067,425 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 2 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Condensed interim consolidated statements of shareholder’s equity
(Expressed in Canadian dollars - Unaudited)
 
   Share capital                     
   Number of
shares
   Amount   Reserves   Subscription
receivable
   Equity portion
of convertible
debt
   Accumulated
deficit
   Total 
       $   $   $   $   $   $ 
Balance, June 30, 2022   296,526,184    44,416,876    13,926,224    -    -    (29,968,309)   28,374,791 
Private placements   19,047,619    5,142,857    -    -    -    -    5,142,857 
Finder fees and share issuance costs   -    (621,099)   -    -    -    -    (621,099)
Broker warrants   -    (137,000)   137,000    -    -    -    - 
Warrants exercised   23,518,909    5,836,430    (1,441,772)   -    -    -    4,394,658 
Options exercised   2,824,977    692,419    (278,723)   -    -    -    413,696 
RSU exercise   3,299,166    874,279    (874,279)   -    -    -    - 
Share-based compensation   -    -    4,741,071    -    -    -    4,741,071 
Net loss for the period   -    -    -    -    -    (7,439,382)   (7,439,382)
Balance, March 31, 2023   345,216,855    56,204,762    16,209,521    -    -    (37,407,691)   35,006,592 
                                    
Balance, June 30, 2023   381,284,073    65,157,500    19,257,597    (26,000)   -    (40,143,969)   44,245,128 
Private placements   41,237,113    15,793,000    4,207,000    -    -    -    20,000,000 
Finders’ fees and share issuance costs   -    (919,987)   (244,843)   -    -    -    (1,164,830)
Brokers’ warrants   -    (495,000)   495,000    -    -    -    - 
Warrants exercised   41,493,674    12,511,075    (3,329,459)   26,000    -    -    9,207,616 
Options exercised   7,830,262    2,301,475    (977,864)   -    -    -    1,323,611 
Conversion of RSUs   1,187,741    317,751    (317,751)   -    -    -    - 
Equity portion of convertible debt   -    -    -    -    2,737,047    -    2,737,047 
Finder fee shares   380,518    155,865    -    -    -    -    155,865 
Share-based compensation   -    -    7,914,614    -    -    -    7,914,614 
Net loss for the period   -    -    -    -    -    (17,561,985)   (17,561,985)
Balance, March 31, 2024   473,413,381    94,821,679    27,004,294    -    2,737,047    (57,705,954)   66,857,066 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 3 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Condensed interim consolidated statements of cash flow
(Expressed in Canadian dollars - Unaudited)
 
For the Nine-Month Period Ended  March 31,
2024
   March 31,
2023
 
   $   $ 
Operating activities          
Net loss   (17,561,985)   (7,439,382)
Non-cash items:          
Accretion interest   870,023    - 
Deferred income tax expense   5,891,668    - 
Depreciation and amortization   20,015    30,241 
Interest on lease   12,447    20,036 
Realized gain on marketable securities   (23,987)   (95,990)
Share based compensation   7,930,619    4,741,071 
Flow-through share tax recovery   (2,415,671)   (376,776)
Recovery on mineral rights   (75,460)   - 
Unrealized loss on marketable securities   844,597    (90,704)
Write-off of deposits   134,319    - 
Changes in non-cash working capital items:          
Amounts receivable   16,105    (435,264)
Prepaid expenses and deposits   (737,790)   (197,613)
Accounts payable and accrued liabilities   (61,055)   25,743 
Cash flows used in operating activities   (5,156,155)   (3,818,638)
           
Investing activities          
Exploration and evaluation assets additions, net of recoveries   (23,885,470)   (12,135,092)
Property option recovery   250,000    100,000 
Purchase of short-term investments   (215,553)   - 
Cash payment in lieu of required expenditures   2,000,000    - 
Proceed from sale of shares   341,452    1,015,127 
Cash flows used in investing activities   (21,509,571)   (11,019,965)
           
Financing activities          
Private placement proceeds   20,000,000    5,142,857 
Flow-through share premium received in cash   -    2,857,143 
Finders’ fees and share issuance costs   (1,164,830)   (621,099)
Warrants exercised   9,207,616    4,394,658 
Options exercised   1,299,206    413,696 
Convertible debt gross proceeds   15,000,000    - 
Transaction costs   (593,500)   - 
Interest paid   (609,000)   - 
Lease payments   (29,473)   (29,474)
Cash flows provided by financing activities   43,110,019    12,157,781 
           
Net change in cash and cash equivalents in the period   16,444,293    (2,680,822)
Cash and cash equivalents, beginning of the year   17,723,499    12,618,100 
Cash and cash equivalents, end of the period   34,167,792    9,937,278 

 

Supplemental disclosure with respect to cash flows (Note 12)

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 4 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
1.Nature of operations

 

F3 Uranium Corp. (the “Company”) (formerly Fission 3.0 Corp.) was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”). The Company’s principal business activity is the acquisition and exploration of mineral properties. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 750 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and is listed on the TSX Venture Exchange under the symbol FUU, and on the Frankfurt Stock Exchange under the symbol 2F3.

 

The Company changed its name from Fission 3.0 Corp. to F3 Uranium Corp. on January 30, 2023.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), will remain with F3. It is expected that the Spin-Out will be effected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act.

 

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

 

Over the past year, global stock markets have experienced volatility and a significant weakening in the aftermath of COVID-19. Governments and central banks have responded with monetary and fiscal interventions to stabilize economic conditions. Volatility in financial markets may have a significant impact on the Company’s financial position. The duration and impact of the higher inflationary environment, as well as the effectiveness of government and central bank responses, remains unclear at this time.

 

These condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at March 31, 2024 the Company had cash and cash equivalents of $34,167,792 (June 30, 2023 - $17,723,499) and a working capital balance of $32,102,384 (June 30, 2023 - $16,277,693). The Company believes it has sufficient resources to continue operations for the next twelve months.

Page 5 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
2.Basis of presentation

 

(a)Statement of compliance

 

These condensed interim consolidated financial statements are unaudited and have been prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting (“IAS 34”) and do not contain all the information required for annual financial statements. These unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2023 prepared in accordance with IFRS. These unaudited condensed interim consolidated financial statements were authorized for issue by the Board of Directors on May 30, 2024.

 

(b)Basis of preparation

 

These condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

(c)Basis of consolidation

 

The condensed interim consolidated financial statements of the Company include F4 Uranium Corp., a wholly-owned subsidiary incorporated in British Columbia on February 9, 2024, and Fission Energy Peru S.A.C., which is 100% owned, has been inactive since 2020 and has no assets or liabilities. The Company consolidates subsidiaries when it is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries. All intercompany balances eliminated on consolidation.

 

3.Material accounting policies

 

(a)Financial instruments Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents FVTPL
Marketable securities FVTPL
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost
Lease liability Amortized cost

Page 6 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
3.Material accounting policies (continued)

 

(a)Financial instruments (continued)

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company’s cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments.

 

(c)Foreign currency translation

 

These condensed interim consolidated financial statements are presented in Canadian dollars. The financial statements for the Company’s subsidiary are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Page 7 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
3.Material accounting policies (continued)

 

(c)Foreign currency translation (continued)

 

The functional currency of the Company, and the Company’s subsidiary are as follows:

 

-F3 Uranium Corp. – Canadian Dollar

 

-F4 Uranium Corp – Canadian Dollar (inactive and no assets)

 

-Fission Energy Peru S.A.C. – Peruvian New Sol (inactive and no assets)

 

Transactions and balances

 

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss. Non-monetary assets and liabilities are translated at their historical costs.

 

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

 

Foreign operations

 

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized in other comprehensive income/(loss). On disposal of a foreign operation, the component of other comprehensive income/(loss) relating to that particular foreign operation is recognized in profit or loss.

 

(d)Convertible debt

 

Under the Company’s convertible debentures policy, the host debt liability, equity conversion feature and other (when applicable) components of convertible debentures are presented separately on the statement of financial position, at initial recognition. The Company determines the carrying amount of the financial liability by discounting the stream of future payments at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows.

 

The liability component is then increased by accretion of the discounted amounts to reach the face value of the convertible debentures at maturity which is recorded in the statement of loss and comprehensive loss as accretion expense.

 

The carrying amount of other components (when applicable), such as warrants, is determined using the Black-Scholes Model. The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability and the carrying amounts of any other components (when applicable) from the amount of the convertible debentures, and is presented in equity as an equity component of convertible debentures.

 

The transaction costs are allocated between the liability and equity components, on a pro-rata basis according to their carrying amounts.

Page 8 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
3.Material accounting policies (continued)

 

(e)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

Page 9 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
3.Material accounting policies (continued)

 

(f)Agents warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholders’ equity.

 

(g)Flow-through shares

 

Resource expenditure deductions for income tax purposes related to exploration activities funded by flow-through share arrangements are renounced to investors under Canadian income tax legislation. On issuance, the Company separates the flow-through share into i) a flow-through share premium, equal to the difference between the current market price of the Company’s common shares and the issue price of the flow through share and ii) share capital. Upon eligible exploration expenditures being incurred, the Company recognizes a deferred tax liability for the amount of tax reduction renounced to the shareholders. The premium is recognized as other income and the related deferred tax is recognized as a tax provision.

 

Proceeds received from the issuance of flow-through shares must be expended on Canadian resource property exploration within a period of two years. Failure to expend such funds after the end of the first year as required under the Canadian income tax legislation will result in a Part XII.6 tax to the Company on flow-through proceeds renounced under the “Look-back” Rule. When applicable, this tax is accrued as flow-through share tax expense until paid.

 

(h)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(i)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants consist of stock options and restricted share units (“RSUs”).

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

Page 10 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
3.Material accounting policies (continued)

 

(i)Share-based payments (continued)

 

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

 

(j)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

(k)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing the loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the period. Diluted loss per share does not adjust the gain or loss attributable to common shareholders when the effect is anti-dilutive.

Page 11 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
3.Material accounting policies (continued)

 

(l)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

 

(m)Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

 

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. Refer to Note 6.

 

4.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

Page 12 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
4.Key estimates and judgements (continued)

 

Judgements (continued)

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent and the discount rate used to present value convertible debt was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards, as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes Option Pricing Model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

5.New accounting pronouncements

 

Certain pronouncements have been issued by the IASB that are effective for accounting periods beginning on or after January 1, 2023. With the exception of changing the Company’s accounting policies from “significant” to “material”, the Company has reviewed all other updates and determined that many of these updates are not applicable or consequential to the Company and have been excluded from discussion within the material accounting policy information.

 

IAS 1 – Presentation of Financial Statements (“IAS 1”), has been amended to clarify how to classify debt and other liabilities as either current or non-current. The amendment to IAS 1 is effective for the years beginning on or after January 1, 2023, with early application permitted. The Company has adopted this amendment effective July 1, 2023, resulting in no impact to the condensed interim consolidated financial statements.

 

6.Right-of-use asset and lease liability

 

On September 17, 2021, the Company entered a five-year office lease with an arm’s length landlord commencing November 1, 2021. For the first 36 months, the Company will pay $3,275 per month and for the remainder of the term the monthly payments will be $3,488. The Company has recognized a right-of-use (“ROU”) asset in respect to this lease, which is included in right-of-use asset on the statement of financial position.

Page 13 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
6.Right-of-use asset and lease liability (continued)

 

Below is a summary of the activities related to right-of-use office lease asset for the indicated periods:

 

Cost  Right-of-use asset 
   $ 
As at June 30, 2022   - 
Additions   133,434 
As at June 30, 2023 and March 31, 2024   133,434 
      
Accumulated depreciation     
Balance at June 30, 2022   17,791 
Depreciation   26,687 
As at June 30, 2023   44,478 
Depreciation   20,015 
As at March 31, 2024   64,493 
      
Net Book Value     
As at June 30, 2023   88,956 
As at March 31, 2024   68,941 

 

The Company has also recognized a lease liability for this lease, which was initially measured at the present value of the future lease payments, discounted using the Company’s incremental borrowing rate of 18%.

 

Below is a summary of the activities related to lease liabilities for the following periods:

 

   Lease liability 
   $ 
Balance, June 30, 2022   122,282 
Interest   19,869 
Lease payments   (39,299)
Balance, June 30, 2023   102,852 
Interest   12,447 
Lease payments   (29,473)
Balance, March 31, 2024   85,826 
      
Current portion of lease liability   27,674 
Non-current lease liability   58,152 
Balance, March 31, 2024   85,826 

Page 14 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
7.Marketable securities and investments

 

The Company’s marketable securities consist of investments in public company shares. A breakdown of the shares held was as follows:

 

Traction Uranium Corp.

 

   Number of Shares   Fair Value 
Balance, June 30, 2022   6,046,952   $2,297,842 
Sale of shares   (2,418,781)   (919,137)
Loss on change in fair value   -    (108,845)
Balance, June 30, 2023   3,628,171    1,269,860 
Sale of shares   (907,043)   (317,465)
Loss on change in fair value   -    (775,522)
Balance, March 31, 2024   2,721,128   $176,873 

 

SKRR Exploration Inc.

 

   Number of Shares   Fair Value 
As at June 30, 2022   -   $- 
Acquisition (Note 8)   1,000,000    225,000 
Loss on change in fair value   -    (50,000)
As at June 30, 2023   1,000,000    175,000 
Acquisition (Note 8)   605,000    78,650 
Loss on change in fair value   -    (69,075)
Balance, March 31, 2024   1,605,000   $184,575 

 

During the period ended March 31, 2024, the Company received 605,000 (December 31, 2023 – 1,000,000) shares of SKRR Exploration Inc. with a fair value of $78,650 (December 31, 2023 - $225,000) as consideration for the sale of Clearwater West mineral property rights (Note 8).

 

Other investment

 

On May 29, 2023, the Company purchased a 3.125% undivided interest in a Cessna Citation CJ2+ from AirSprint for a total consideration of $217,672 ($160,000 USD); and a further $215,553 ($160,000 USD) was paid during the period ended March 31, 2024 for an additional 3.125% undivided interest. The undivided interest can be sold to a third party purchase any time. Under the contract, the Company has the right to utilize 42.20 hours (2023 - 25 hours) of flying time on the Cessna Citation CJ2+. The Company is required to pay an annual overhead fees of $169,069 (2023 - $84,535) to cover aircraft operating costs. The Company has the opportunity to sell its interest in the aircraft, as long as AirSprint is used as the agent on the transaction. AirSprint will maintain custody and control over the aircraft for the duration of the Company’s ownership term.

 

The consideration paid to purchase the interest was recorded as a short-term investment.

Page 15 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
8.Exploration and evaluation assets

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims. The agreements, claims, and concessions held at each property are as at March 31, 2024:

 

(a)Clearwater West Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 3 claims (June 30, 2023 – 3 claims) at the Clearwater West property.

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 (met - $50,000 received).

 

ii.The issuance of 1,000,000 commons shares of SKRR (met - received with a fair value of $225,000) (Note 7).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (met – received with a fair value of $78,650) (Note 7). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024.

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

Page 16 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
8.Exploration and evaluation assets (continued)

 

(a)Clearwater West Property, Saskatchewan, Canada (continued)

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the period ended March 31, 2024, the total consideration received of $78,650 was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $nil and the remainder of $75,460 was recognized as a recovery on mineral rights in the condensed interim consolidated statement of loss and comprehensive loss.

 

(b)Patterson Lake North Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 51 claims (June 30, 2023 – 43 claims) at the Patterson Lake North property.

 

(c)Wales Lake Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 31 claims (June 30, 2023 – 31 claims) at the Wales Lake Property.

 

(d)Key Lake Area, Saskatchewan, Canada

 

The Company holds a 100% interest in 5 properties that comprise the Key Lake Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Bird Lake Property, 1 claim (June 30, 2023 – 1 claim)

 

(ii)Hobo Lake Property, nil claims (June 30, 2023– 37 claims)

 

(iii)Lazy Edward Bay Property, 11 claims (June 30, 2023 – 11 claims)

 

(iv)Seahorse Lake Property, 3 claims (June 30, 2023 – 3 claims)

 

(v)Grey Island, 22 claims (June 30, 2023 – 11 claims)

 

(vi)Henderson Lake, 1 claim (June 30, 2023 – nil claims)

 

(e)Hobo Lake

 

On January 16, 2024, F4 Uranium Corp., wholly subsidiary of the Company and CanAlaska Uranium Ltd. (“CanAlaska”) entered into a swap agreement, where the Company transferred all rights and interests in the Hobo Lake Property to CanAlaska, and CanAlaska transferred all rights and interests in the Patterson West Property to the Company. The agreement was executed with no monetary consideration; instead, the exchange was based on equivalent values of the properties involved.

 

In exchange for the Hobo Lake Property, the Company received CanAlaska’s rights and title to their Patterson West claims, as well as a 2.5% net smelter royalty on the Hobo Lake Property. In exchange for the Patterson West Property, CanAlaska received the Company’s rights and title to their Hobo Lake Property claims, as well as a 2.5% net smelter royalty on the Patterson West property. The net smelter royalties had values of $nil.

 

The Company holds a 100% interest in 2 properties (2023 – 3 properties) that comprise the Beaverlodge/ Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Beaver River Property, 9 claims (June 30, 2023 – 14 claims)

 

(ii)Hearty Bay Property, 7 claims (June 30, 2023 – 7 claims)

 

(iii)Midas, nil claim (June 30, 2023 – 1 claim)

Page 17 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
8.Exploration and evaluation assets (continued)

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada

 

The Company holds a 100% interest in 29 claims (June 30, 2023 – 28 claims) in other uranium properties in and around the Northeast Athabasca Basin area.

 

Murphy Lake (Letter of Intent)

 

On February 13, 2024, F4 Uranium Corp., wholly-owned subsidiary of the Company, entered into a non-binding letter of intent with Canadian GoldCamps Corp. (“Camp”), outlining the terms for Camp to earn up to a 70% interest in the Murphy Lake property in the Athabasca Basin, Saskatchewan (the “LOI”). Under the proposed terms, Camp will commit to $1,400,000 in cash payments, $18,000,000 in exploration expenditures, and the issuance of shares representing 9.9% of the issued and outstanding shares of Camp. As part of the initial terms, Camp made an initial payment of $100,000 upon signing the LOI. The completion of this transaction is contingent upon the parties entering a Definitive Agreement within 90 days.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (“Traction”) whereby Traction has the opportunity to acquire up to a 70% interest in two properties controlled by the Company: the Hearty Bay Project and the Lazy Edward Bay Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Hearty Bay Option Agreement (the “Hearty Bay Agreement”), the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period (met - $150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. As at June 30, 2023, the Company had incurred the $1,000,000 in eligible expenditures. During the period ended March 31, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at March 31, 2024, the Company incurred $479,763 in eligible expenditures and has a commitment to spend the remaining $1,520,237.

Page 18 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
8.Exploration and evaluation assets (continued)

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada (continued)

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter return royalty (“NSR”) on the property.

 

During the period ended March 31, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $195,790 (2023 - $nil) and the remainder of $nil (2023 - $nil) was recognized as a recovery on mineral rights in the statements of loss and comprehensive loss.

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i)Pay cash payments to the Company of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

 

ii)Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

 

iii)Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. As at June 30, 2022, the Company incurred $1,406,344 in eligible expenditures and the remaining balance of $93,656 was incurred during the year ended June 30, 2023.

 

The Company will retain a 2.0% NSR on the property.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

Page 19 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
8.Exploration and evaluation assets (continued)

 

As at March 31, 2024
   Clearwater   Patterson       Beaverlodge /   North East     
   West   Lake North   Key Lake   Uranium City   Athabasca     
   Property   Property   Area   Area   Basin Area   Total 
   $   $   $   $   $   $ 
Acquisition costs                              
Balance, beginning of period   -    52,543    53,961    38,017    15,574    160,095 
Additions   -    -    -    -    -    - 
Balance, end of period   -    52,543    53,961    38,017    15,574    160,095 
Exploration costs                              
Balance, beginning of year   -    22,636,476    1,387,203    594,111    4,984,220    29,602,010 
                               
Incurred during the year                              
Drilling   -    21,213,575    637    -    2,684    21,216,896 
Camp costs and exploration costs   -    2,001,230    -    -    -    2,001,230 
Geological costs   -    (260)   -    -    -    (260)
Geophysics costs   -    1,470,202    1,105    -    15,853    1,487,160 
Land retention and permitting   -    5,197    31,469    889    8,810    46,365 
Reporting and survey   -    48,109    20,586    -    37,770    106,465 
Community relations   -    211    -    -    -    211 
Additions   -    24,738,264    53,797    889    65,117    24,858,067 
Property swap   -    949,675    (949,675)   -    -    - 
Recovery of costs   -    -    -    (150,000)   (100,000)   (250,000)
Balance, end of year   -    48,324,415    491,325    445,000    4,949,337    54,210,077 
                               
Total   -    48,376,958    545,286    483,017    4,964,911    54,370,172 

Page 20 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
8.Exploration and evaluation assets (continued)

 

As at June 30, 2023    
   Clearwater
West
   Patterson
Lake North
   Wales Lake   Key Lake   Beaverlodge /
Uranium City
   North East
Athabasca
     
   Property   Property   Property   Area   Area   Basin Area   Total 
    $    $    $    $    $    $    $ 
Acquisition costs                                   
Balance, beginning of year   -    13,472    29,947    53,534    36,545    15,574    149,072 
Additions   -    76    9,048    427    1,472    -    11,023 
Balance, end of year   -    13,548    38,995    53,961    38,017    15,574    160,095 
Exploration costs                                   
Balance, beginning of year   93,228    9,457,727    1,208,908    955,235    698,452    1,900,769    14,314,319 
Incurred during the year                                   
Drilling   616    10,977,100    -    32,194    443,178    2,721,321    14,174,409 
Camp costs and exploration costs   -    864,987    -    -    28,000    271,228    1,164,215 
Geological costs   -    15,119    -    -    79,816    4,968    99,903 
Geophysics costs   -    77,321    -    377,012    1,368    82,236    537,937 
Land retention and permitting   487    7,926    7,152    5,240    3,695    1,383    25,883 
Reporting and survey   156    17,767    -    12,893    1,567    10,668    43,051 
General   -    -    2,469    4,629    -    106    7,204 
Additions   1,259    11,960,220    9,621    431,968    557,624    3,091,910    16,052,602 
Recovery of costs   (94,487)   -    -    -    (200,000)   -    (294,487)
Impairment of costs   -    -    -    -    (461,965)   (8,459)   (470,424)
Balance, end of year   -    21,417,947    1,218,529    1,387,203    594,111    4,984,220    29,602,010 
Total   -    21,431,495    1,257,524    1,441,164    632,128    4,999,794    29,762,105 

Page 21 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
9.Convertible debt

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture financing (the “Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865 (Note 11).

 

The following table summarizes the accounting for the convertible note during the period ended March 31, 2024:

 

   Liability
Component
   Equity
Component
 
   $   $ 
Balance – June 30, 2023 and 2022   -    - 
Initial recognition   10,501,256    2,737,047 
Accretion   870,023    - 
Interest   (609,000)   - 
Balance – March 31, 2024   10,762,279    2,737,047 

 

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a 18% discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component , less deferred income tax adjustments.

Page 22 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
10.Flow-though share premium liability

 

A summary of the changes in the Company’s flow-though share premium liability is as follows:

 

Flow-Through Share Premium Liability  March 31, 2024   June 30, 2023 
Opening balance  $2,415,671   $376,776 
Flow-through share premium on issuance of flow-through common share units (Note 11)   -    5,780,547 
Settlement of flow-through share premium liability on expenditures incurred   (2,415,671)   (3,741,652)
Ending balance  $-   $2,415,671 

 

11.Share capital and other capital reserves

 

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

 

(a)Share issuances

 

For the period ended March 31, 2024

 

November 27, 2023

 

On November 27, 2023, the Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement with Denison Mines Corp. (Note 9).

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,086,250 and incurred $78,580 in expenses in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025.

 

Gross proceeds from this private placement were allocated between shares and warrants using a pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $15,793,000 was recorded in share capital in relation to the common shares and $4,207,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. A total of $244,843 was reclassified from unit issuance costs to tother capital reserves for the proportionate share of warrants in the units issued.

Page 23 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
11.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

The fair value of the brokers’ warrants was determined based on the closing trading price on September 12, 2023 and the fair value of warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

Exercise of warrants and options

 

During the period ended March 31, 2024, the Company issued 41,493,674 common shares for the exercise of warrants at prices ranging from $0.13 to $0.26 per share for gross proceeds of $9,181,616. The fair value of warrants exercised, $3,329,459 was reclassified to share capital from reserves.

 

During the period ended March 31, 2024, the Company issued 7,830,262 common shares for the exercise of options at prices ranging from $0.12 to $0.33 per share for gross proceeds of $1,323,611. The fair value of options exercised, $977,864 was reclassified to share capital from reserves.

 

For the year ended June 30, 2023

 

May 26, 2023

 

On May 26, 2023, the Company closed a private placement for gross proceeds of $12,000,000 comprising:

 

4,255,319 flow-through units of the Company (each, a “FT Unit”) at a price of $0.47 per FT Unit for gross proceeds of $2,000,000 from the sale of FT Units; and

 

21,276,596 FT Units to be sold to charitable buyers (each, a “Charity FT Unit”) at a price of $0.47 for gross proceeds of $10,000,000 from the sale of Charity FT Units.

 

Each FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.47 at any time on or before May 26, 2026. The Company paid cash finders’ fees of $712,500 and incurred $117,307 expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,515,957 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.35 at any time on or before May 26, 2025.

 

Gross proceeds from this private placement were allocated between shares and warrants using a pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $10,187,000 was recorded in share capital in relation to the common shares and $1,813,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 109.13%; risk-free interest rate of 3.94%; expected life of 3 years; and a dividend rate of 0%. A total of $125,322 was reclassified from unit issuance costs to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $2,923,404 was attributed to the flow-through premium liability in connection with the flow-through and charity flow-through shares (Note 10).

Page 24 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
11.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

May 26, 2023 (continued)

 

The fair value of the brokers’ warrants was determined based on the closing trading price on May 26, 2023 and the fair value of warrants was determined using the Black-Scholes Option Pricing Model and $245,000 was recorded as share issuance costs using the following assumptions: a volatility of 116%; risk-free interest rate of 4.20%; expected life of 2 years; and a dividend rate of 0%.

 

December 21, 2022

 

The Company closed a private placement for gross proceeds of $8,000,000, comprising 19,047,619 flow-through shares of the Company at a price of $0.42 per share.

 

The Company paid a cash finders’ fee of $450,000 and incurred $171,099 in expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,071,427 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.42 per share at any time on or before December 21, 2024. The fair value of the brokers’ warrants was determined based on the closing trading price on December 21, 2022 and the fair value of warrants was determined using the Black-Scholes Option Pricing Model and $137,000 was recorded as share issuance cost using the following assumptions: a volatility of 110.80%; risk-free interest rate of 3.65%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $2,857,143 was attributed to the flow-through premium liability in connection with the flow-through shares.

 

Exercise of warrants and options

 

During the year ended June 30, 2023, the Company issued 30,272,545 common shares for the exercise of warrants at prices ranging from $0.06 to $0.26 per share for gross proceeds of $5,636,044. The fair value of warrants exercised, $1,837,470 was reclassified to share capital from reserves.

 

During the year ended June 30, 2023, the Company issued 5,439,977 common shares for the exercise of options at prices ranging from $0.12 to $0.20 per share for gross proceeds of $787,963. The fair value of options exercised, $594,757 was reclassified to share capital from reserves.

Page 25 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
11.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

Exercise of warrants and options

 

During the period ended March 31, 2023, the Company issued 23,518,909 common shares for the exercise of warrants at prices ranging from $0.06 to $0.26 per share for gross proceeds of $4,394,658. The fair value of warrants exercised, $1,441,772 was reclassified to share capital from reserves.

 

During the period ended March 31, 2023, the Company issued 2,824,977 common shares for the exercise of options at prices ranging from $0.12 to $0.20 per share for gross proceeds of $413,696. The fair value of options exercised, $278,723 was reclassified to share capital from reserves.

 

(b)Stock options and warrants

 

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company’s closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

 

Stock option and warrant transactions are summarized as follows:

 

   Stock options   Warrants 
       Weighted       Weighted 
       average       average 
   Number   exercise   Number   exercise 
   outstanding   price   outstanding   price 
       $       $ 
Balance, June 30, 2022   23,815,833    0.15    73,758,788    0.21 
                     
Granted   12,400,000    0.28    15,353,342    0.45 
Expired   -    -    (657,500)   0.12 
Exercised   (5,439,977)   0.14    (30,272,545)   0.19 
Forfeited   (880,000)   0.16    -    - 
Balance, June 30, 2023   29,895,856    0.21    58,182,085    0.28 
Granted   22,765,000    0.43    22,858,246    0.49 
Expired   (1,170,333)   0.12    (1,335,069)   0.26 
Exercised   (7,830,262)   0.17    (41,493,674)   0.22 
Balance, March 31, 2024   43,660,261    0.33    38,211,588    0.47 

Page 26 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
11.Share capital and other capital reserves (continued)

 

(b)Stock options and warrants (continued)

 

As at March 31, 2024, stock options and warrants were outstanding as follows:

 

Stock Options 
Number
outstanding
   Exercise
price
   Number of
vested options
   Expiry date
    $        
 600,000    0.19    600,000   October 18, 2024
 4,050,500    0.12    4,050,500   September 2, 2026
 4,200,000    0.16    4,200,000   October 12, 2026
 600,000    0.19    600,000   October 18, 2026
 3,638,159    0.20    3,638,159   March 8, 2027
 7,806,602    0.33    3,806,602   April 6, 2028
 12,765,000    0.41    4,255,000   December 15, 2028
 10,000,000    0.45    3,333,333   January 12, 2029
 43,660,261         24,483,594    

 

The weighted average remaining life of the stock options is 3.95 years.

 

Warrants 
Number
outstanding
   Exercise
price
   Number of
vested warrants
   Expiry date
    $        
 1,071,427    0.42    1,071,427   December 21, 2024
 1,515,957    0.35    1,515,957   May 26, 2025
 20,618,556    0.485    20,618,556   September 12, 2025
 2,239,690    0.485    2,239,690   September 12, 2025
 12,765,958    0.47    12,765,958   May 26, 2026
 38,211,588         38,211,588    

 

The weighted average remaining life of the warrants is 1.65 years.

Page 27 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
11.Share capital and other capital reserves (continued)

 

(c)Share-based compensation

 

All options are recorded at fair value using the Black-Scholes option pricing model. During the period ended March 31, 2024, the Company granted 22,765,000 stock options (March 31, 2023 – 4,400,000 stock options). Pursuant to the vesting schedule of options granted, during the period ended March 31, 2024 share-based compensation of $4,894,791 (March 31, 2023 – $924,772) was recognized in the condensed interim consolidated statement of loss and comprehensive loss. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

   March 31,
2024
  June 30,
2023
Discount rate  3.57%  2.44%
Expected life  5  5
Expected volatility  102.10%  111.41%
FV granted price  $0.34  $0.23

 

(d)Restricted stock units

 

The Company has adopted a restricted share unit plan (the “RSU Plan”), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 41,103,400 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

 

On December 12, 2022, the Company granted 30,127,618 RSUs to directors, officers, consultants and employees of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on January 1, 2023, January 1, 2024 and January 1, 2025. The fair value of these RSUs was determined to be $7,983,819 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 12, 2022, the Company granted 65,000 RSUs to a consultant of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in two one-half tranches on January 1, 2023 and May 1 2023. The fair value of these RSUs was determined to be $17,225 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On January 23, 2023, the Company granted 150,000 RSUs to an advisor of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 1, 2023, July 1, 2024 and July 1, 2025. The fair value of these RSUs was determined to be $48,750 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

Page 28 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
11.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

On July 24, 2023, the Company granted 1,000,000 RSU to a key employee. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 27, 2024, January 27, 2025 and July 27, 2026. The fair value of these RSUs was determined to be $365,000 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 15, 2023, the Company granted 12,590,000 RSU to officers, directors, employees and consultants. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on December 15, 2024, December 15, 2025 and December 15, 2026. The fair value of these RSUs was determined to be $5,665,500 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

Pursuant to the vesting schedule of RSUs granted during the period ended March 31, 2024 share-based compensation of $3,019,823 (March 31, 2023 - $3,816,299) was recognized in the condensed interim consolidated statement of loss and comprehensive loss.

 

The continuity of RSUs are summarized below:

 

   Number of RSUs 
Balance as at June 30, 2022  - 
RSUs granted   30,342,618 
Converted to shares   (4,465,833)
Cancelled   (1,633,334)
Balance as at June 30, 2023   24,243,451 
RSUs granted   13,590,000 
Converted to shares   (1,187,741)
Cancelled   (2,333,333)
Balance as at March 31, 2024   34,312,377 

 

As at March 31, 2024, there were 12,561,745 (June 30, 2023 – 5,541,706) RSUs vested and pending issuance. During the period ended March 31, 2024, 1,187,741 (December 31, 2023 – 3,299,166) common shares were issued for the conversion of RSUs and $317,751 (December 31, 2023 - $874,249) was transferred from reserves to share capital.

 

12.Supplemental disclosure with respect to cash flows

 

   March 31,
2024
   June 30,
2023
 
   $   $ 
Cash   34,098,792    17,665,999 
Cash equivalents   69,000    57,500 
    34,167,792    17,723,499 

 

There were no cash payments for income taxes during the ended March 31, 2024 and 2023. During the periods ended March 31, 2024, the Company received $1,386,025 (March 31, 2023 - $278,344) in interest income.

Page 29 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
12.Supplemental disclosure with respect to cash flows (continued)

 

Significant non-cash transactions for the period ended March 31, 2024 included:

 

(a)The Company received 605,000 common shares from SKRR Exploration Inc. valued at $78,650 pursuant to the amended mineral option agreement with the Company for up to 70% interest in the Clearwater West claims.

 

(b)Reallocation of $4,207,000 out of the total the proceeds received for the private placements to reserves as the value of the warrants issued in connection with the private placements.

 

(c)Reallocation of $244,843 of share issuance costs to reserves in connection with the private placements.

 

(d)Incurred $2,788,426 of exploration and evaluation related expenditures through accounts payable and accrued liabilities.

 

(e)Reallocation of $4,307,323 of exercised warrants and options from reserves to share capital.

 

(f)Reallocation of $3,749,379 from the liability component, of which $2,737,047 was allocated to the equity component of the convertible debt and $1,012,332 was allocated to deferred tax liability.

 

(g)The Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement.

 

(h)Reallocation of $317,751 of redeemed RSUs from reserves to share capital.

 

(i)Fair value of issued brokers’ warrants of $495,000.

 

(j)Mineral exploration commitment to incur $479,763 for the Hearty Bay property, respectively, pursuant to option agreement.

 

(k)Exploration advances of $155,998 were recognized in exploration and evaluation assets.

 

Significant non-cash transactions for the period ended March 31, 2023 included:

 

(a)The Company transferred $2,857,143 from share capital to flow-through share premium liability in connection with the issuance of flow-through shares.

 

(b)Incurred $1,584.173 of exploration and evaluation related expenditures through accounts payable and accrued liabilities.

 

(c)Reallocation of $1,720,495 of exercised warrants and options from reserves to share capital.

 

(d)Reallocation of $874,279 of redeemed RSUs from reserves to share capital.

 

(e)Fair value of issued brokers’ warrants of $137,000.

Page 30 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
13.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel.

 

   March 31,   March 31, 
   2024   2023 
    $    $ 
Compensation costs          
           
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel   2,020,118    912,370 
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel   5,155,148    2,973,766 
    7,175,266    3,886,136 
           
Exploration and evaluation expenditures   905,039    292,500 
Total   8,080,305    4,178,636 

 

Included in accounts payable at March 31, 2024 is $9,088 (June 30, 2023 - $59,091) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

These transactions were in the normal course of operations.

 

14.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at March 31, 2024 and June 30, 2023, all of the Company’s assets were in Canada.

 

15.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares, stock options, RSUs and warrants.

 

Changes in the equity accounts of the Company are disclosed in the statements of changes in equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or debt or dispose of assets. The issuance of common shares or issuance of debt requires approval of the Board of Directors.

Page 31 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
15.Capital management (continued)

 

The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions. The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

16.Financial instruments and risk management

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at March 31, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the

Page 32 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
16.Financial instruments and risk management (continued)

 

(b)Liquidity risk (continued)

 

Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

      March 31   June 30 
   Dates  2024   2023 
      $   $ 
Accounts payable and accrued liabilities  < 6 months   2,953,858    1,715,361 
              

Interest rate risk

 

1.From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at March 31, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates.
  

Market risk

 

2.Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

17.Commitments

 

During the period ended March 31, 2024, the Company entered into various consulting agreements with consultants and officers to provide various services. In the event of termination without cause or a change of control, the Company is committed to paying severance. This severance ranges from six months of consulting fees, with an additional one month of fees for each twelve months of service to three years of fees (the “Severance Period”). In the event there is a change in control and these individuals are terminated within the Severance Period, the Company will be liable to cover $3,116,000 in termination fees.

Page 33 

 

F3 Uranium Corp.
(formerly Fission 3.0 Corp.)
Notes to the condensed interim consolidated financial statements
For the three and nine month period ended March 31, 2024 and 2023
(Expressed in Canadian dollars)
 
18.Subsequent events

 

Subsequent to March 31, 2024, the Company:

 

a)1,062,951 RSUs were converted into common shares.

 

b)1,019,234 options were exercised at prices ranging from $0.12 to $0.33 for total proceeds of $92,130.

 

c)The Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 federal flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee of $540,343 and incurred $70,000 in expenses in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

Page 34 

 

 

Exhibit 99.5

 

F3 URANIUM CORP.

(GRAPHIC)

 

8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

 

 

 

 

  Security Class
   
   
  Holder Account Number

 

 

 

 

 

  Fold

 

 

Form of Proxy - Special Meeting to be held on August 8, 2024

 

This Form of Proxy is solicited by and on behalf of Management.

 

Notes to proxy

 

1.Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

 

2.If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

 

3.This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

 

4.If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

 

5.The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

 

6.The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

 

7.This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

 

8.This proxy should be read in conjunction with the accompanying documentation provided by Management.
  Fold

 

Proxies submitted must be received by 10:00 a.m., Vancouver time, on August 6, 2024.

 

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

 

           
(GRAPHIC)   (GRAPHIC)   (GRAPHIC)

 Call the number listed BELOW from a touch tone telephone.

 

1-866-732-VOTE (8683) Toll Free

 

  Go to the following web site:
www.investorvote.com

 

●   Smartphone?
Scan the QR code to vote now.

(GRAPHIC)    You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

 

If you vote by telephone or the Internet, DO NOT mail back this proxy.

 

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

 

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

 

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

 

CONTROL NUMBER

 

 

+ +

 

Appointment of Proxyholder

I/We being holder(s) of securities of F3 Uranium Corp. (the “Company”) hereby appoint: Dev Randhawa, or failing this person, Raymond Ashley, or failing this person, Ryan Cheung (the "Management Nominees") OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.      

 

 

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Special Meeting of shareholders of the Company to be held at Suite 750 – 1620 Dickson Avenue, Kelowna, British Columbia V1Y 9Y2 on August 8, 2024 at 10:00 a.m., Vancouver time, and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

  For Against  
       
       
1. Arrangement Resolution      
       

To consider and, if deemed appropriate, to pass, with or without variation, a statutory arrangement under section 192 of the Canada Business Corporations Act which involves, among other things, the distribution of common shares of F4 Uranium Corp. to shareholders of F3 Uranium Corp. on the basis of one-tenth of a F4 common share for each common share of F3 Uranium Corp. held on the effective date of the Arrangement. The warrants, options and restricted share units of F3 Uranium Corp. will also be adjusted pursuant to the Arrangement as described in more detail in the enclosed management information circular.

o o  
      Fold
  For Against  
       
2. F4 Option Plan Resolution      
       

Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution to approve a stock option plan for F4 Uranium Corp.

o o  
       
  For Against  
       
3. F4 Equity Incentive Plan Resolution      
       
Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution of disinterested shareholders to approve an equity incentive plan for F4 Uranium Corp. o o  

 

 

 

 

 

 

 

 

 

  Fold

 

 

 

 

 

         
Signature of Proxyholder   Signature(s)   Date
         
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.       DD/MM/YY
         

 

         
n F S I Q 3 6 6 7 9 8 A R 0 +

 

 

 

Exhibit 99.6

 

F3 URANIUM CORP.

(GRAPHIC)

 

8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

 

 

 

  Security Class
   
   
  Holder Account Number

  

 

 

  Fold

 

Voting Instruction Form ("VIF") - Special Meeting to be held on August 8, 2024

 

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

 

1.We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

 

2.We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

 

3.If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

 

4.This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

 

5.If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

 

6.When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

 

7.Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

 

8.By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

 

9.If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

 

10.This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.
  Fold

 

VIFs submitted must be received by 10:00 a.m., Vancouver time, on August 6, 2024.

 

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

           
(GRAPHIC)   (GRAPHIC)  

 Call the number listed BELOW from a touch tone telephone.

 

1-866-734-VOTE (8683) Toll Free

 

  Go to the following web site:
www.investorvote.com

 

●   Smartphone?
Scan the QR code to vote now.

(GRAPHIC)    

 

If you vote by telephone or the Internet, DO NOT mail back this VIF.

 

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

 

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

  

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

 

CONTROL NUMBER

 

 

+ +

 

Appointee(s)

I/We being holder(s) of securities of F3 Uranium Corp. (the "Company") hereby appoint: Dev Randhawa, or failing this person, Raymond Ashley, or failing this person, Ryan Cheung (the "Management Nominees") OR If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).    

 

 

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Special Meeting of shareholders of the Company to be held at Suite 750 – 1620 Dickson Avenue, Kelowna, British Columbia V1Y 9Y2 on August 8, 2024 at 10:00 a.m., Vancouver time, and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

  For Against  
       
       
1. Arrangement Resolution      
       

To consider and, if deemed appropriate, to pass, with or without variation, a statutory arrangement under section 192 of the Canada Business Corporations Act which involves, among other things, the distribution of common shares of F4 Uranium Corp. to shareholders of F3 Uranium Corp. on the basis of one-tenth of a F4 common share for each common share of F3 Uranium Corp. held on the effective date of the Arrangement. The warrants, options and restricted share units of F3 Uranium Corp. will also be adjusted pursuant to the Arrangement as described in more detail in the enclosed management information circular.

o o  
      Fold
  For Against  
       
2. F4 Option Plan Resolution      
       

Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution to approve a stock option plan for F4 Uranium Corp.

o o  
       
  For Against  
       
3. F4 Equity Incentive Plan Resolution      
       
Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution of disinterested shareholders to approve an equity incentive plan for F4 Uranium Corp. o o  

 

 

 

 

 

 

 

 

 

  Fold

 

 

 

 

 

         
Authorized Signature(s) – This section must be completed for your instructions to be executed.   Signature(s)   Date
         
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.       DD/MM/YY
         

 

         
n F S I Q 3 6 6 7 9 7 A R 0 +

 

 

 

Exhibit 99.7

 

F3 and SKRR Commence Drilling to Test Conductors on Clearwater West

 

Kelowna, British Columbia--(Newsfile Corp. - July 22, 2024) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) is pleased to announce that summer drilling has commenced to test conductors on the Clearwater West property which is located 13km to the south of Fission Uranium’s Triple R uranium deposit (see F3 news release dated June 18, 2024).

 

SKRR Exploration Inc. (TSXV: SKRR) has an option to acquire up to a 70% interest in the Clearwater West Property (see F3 news release dated May 26, 2023, and SKRR news release dated Jan 22, 2023) by making cash payments and issuing shares to F3 and funding exploration work, with F3 serving as the operator during the earn-in period.

 

Clearwater West is an early-stage exploration project prospective for uranium mineralization. The uranium mineralization model for the Clearwater West property is basement hosted and structurally controlled Athabasca Basin unconformity related deposits.

 

Summary of the Clearwater West Property:

 

The Clearwater West Project is located ~20 km outside the edge and in the south-west area of the Athabasca Basin, which is poised to become the next area for the development of major uranium mines in Saskatchewan. It is 13 km south of Fission Uranium’s Triple R deposit, located 7 km outside the basin edge on its PLS Property, where a Feasibility Study was recently completed, and 17 km south of NexGen’s Arrow deposit. The Clearwater West property is comprised of 3 contiguous mineral claims totaling 11,786 hectares which are immediately south and adjacent to Fission Uranium’s PLS property.

 

Basement hosted Athabasca unconformity related deposits often feature unique characteristics that can be identified by various geophysical surveys. A VTEM survey flown over the property in early 2014 defined electromagnetic (EM) conductors, some of which are interpreted to be possible extensions of the EM conductors identified on the PLS property immediately to the north.

 

F3’s experienced and successful management and technical team, with a track record of three major high-grade uranium discoveries in the Athabasca Basin region since 2010 (Waterbury Lake project J Zone, PLS Triple R deposit and most recently the PLN JR Zone) will operate and manage Clearwater West. F3 currently holds a 100% interest in Clearwater West.

 

Qualified Person:

 

The technical content of this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp., a Qualified Person. Mr. Ashley has verified the data disclosed. The information provides an indication of the exploration potential of the company’s properties but may not be representative of expected results.

 

About F3 Uranium Corp:

 

F3 is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home of some of the world’s largest high grade uranium discoveries. F3 currently has 20 projects in the Athabasca Basin. Several of F3’s projects are located near large uranium discoveries including Triple R, Arrow and Hurricane.

 

 

Contact Information

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa” 

Dev Randhawa, CEO

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

(LOGO)

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/217291

 

 

 

Exhibit 99.8

 

F3 Hits 2.5m of 18.6% U3O8 within 3.2% over 15.0m at JR Zone

 

Kelowna, British Columbia--(Newsfile Corp. - July 30, 2024) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce final assay results from the winter 2024 drill program, including PLN24-137 which was cored in the JR Zone (see NR April 16, 2024) and which returned 15.0m of 3.2% U3O8, including a high grade 2.5m interval averaging 18.6% U3O8, further including the ultra-high grade core with 1.5m of 30.3% U3O8.

 

Exploration geochemistry for the continuing summer drill program has also been received up to hole PLN24-152 which focused on drill testing both the A1 main shear, as well as a related fault splay termed the “North Horse” grid south of the cross-cutting Harrison Fault, a significant structure corresponding to a vertical offset of approximately 130m. Two radioactive intervals (see NR June 12, 2024) corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m (see Photo 1).

 

A series of shorter exploration drill holes have been completed on the main A1 shear infilling gaps, and although there are multiple areas warranting follow up, exploration drilling in the near term will focus on the areas near Harrison Fault, and to the southeast.

 

Sam Hartmann, Vice President Exploration, commented:

 

“We are very pleased with these ongoing results. Drillhole PLN24-152 stands out with the strongest geochemistry signatures to date outside of the JR Zone and represents one of the highest priority exploration targets for follow up. This hole targeted the intersect of the Harrison Fault and the A1 Main shear zone just south of the Harrison Fault. Targeting in this area now includes the Harrison Fault itself, and the areas of shear intersections with it. We are persistent in our efforts to hone in on potential high-grade mineralization indicated by encouraging results from our systematic drilling in this area.”

 

(MAP) 

 

Figure 1

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/218187_f3jul302024figure1full.jpg

 

 

Winter 2024 JR Zone Assay Highlight:

 

PLN24-137 (line 040S):

 

15.0m @ 3.2% U3O8 (202.5m to 217.5m), including:

 

2.5m @ 18.6% U3O8 (214.0 to 216.5m), further including:

 

1.5m @ 30.3% U3O8 (214.5 to 216.0m)

 

Summer 2024 Exploration Geochemistry Highlights:

 

PLN24-152 (line 2850S) A1 Exploration, south of Harrison Fault:

 

2.0m @216 ppm U, 0.024% U3O8 (351.0m to 353.0m), including

 

0.5m@ 409 ppm U, 0.045% U3O8 (352.0m to 352.5m), and

 

7.0m @ 107 ppm U, 0.014% U3O8 (434.5m to 441.5m), including

 

0.5m @ 412 ppm U, 0.051% U3O8 (440.5m to 441.0m)

 

(MAP) 

 

Photo 1. PLN24-152 Mineralized Intervals

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/218187_4006cb11144c2a82_003full.jpg

 

 

Table 1. Drill Hole Summary and Uranium Assay Results 

 

Collar Information Assay Results
Hole ID Grid Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)

U3O8 weight

%

PLN24-132 090S 587708.0 6410637.5 545.6 55.0 -58.1 no mineralization >0.05
PLN24-133 2850S 589506.9 6408515.5 529.3 55.0 -71.7 B1 Exploration; no mineralization >0.05
PLN24-134 435S 587868.1 6410326.1 530.7 53.6 -64.6 B1 Exploration; no mineralization >0.05
PLN24-135 3240S 589630.4 6408142.8 535.4 52.1 -70.3 B1 Exploration; no mineralization >0.05
PLN24-136 630S 588165.6 6410302.3 536.3 54.4 -58.7 A1 Exploration; no mineralization >0.05
PLN24-137 040S 587780.2 6410753.3 545.6 55.4 -75.0 202.50 214.00 11.50 0.13
              214.00 216.50 2.50 18.61
            incl 214.50 216.00 1.50 30.27
              216.50 217.50 1.50 0.26
PLN24-138 2850S 589493.8 6408505.0 530.1 51.8 -76 B1 Exploration; no mineralization >0.05
PLN24-139 795S 588289.3 6410186.5 532.6 54 -59 A1 Exploration; no mineralization >0.05
PLN24-140 2325S 589060.2 6408857.6 543.9 55.7 -60 A1 Exploration; no mineralization >0.05
PLN24-141 3240S 589622.4 6408136.8 535.5 57.7 -73 B1 Exploration; no mineralization >0.05
PLN24-142 2850S 589560.6 6408554.7 530.5 53.5 -76 B1 Exploration; no mineralization >0.05
PLN24-143 2325S 589059.0 6408856.8 543.9 54.7 -67 B1 Exploration; no mineralization >0.05
PLN24-144 2820S 589485.3 6408554.4 529.6 54.1 -75 B1 Exploration; no mineralization >0.05
PLN24-145 2325S 589095.3 6408883.2 543.9 52.9 -66 A1 Exploration; no mineralization >0.05
PLN24-146 2850S 589424.5 6408454.7 533.3 50.7 -78 B1 Exploration; no mineralization >0.05
PLN24-147 2370S 589105.9 6408835.4 543.7 56.9 -70 A1 Exploration; no mineralization >0.05
PLN24-148 2280S 589072.1 6408921.7 543.9 55.5 -74 A1 Exploration; no mineralization >0.05
PLN24-149 795S 588316.1 6410208.7 530.8 53.9 -59 A1 Exploration; no mineralization >0.05
PLN24-150 1125S 588460.1 6409904.8 533.3 58.1 -70 A1 Exploration; no mineralization >0.05
PLN24-151 1530S 588676.0 6409561.0 544.5 54.1 -70 A1 Exploration; no mineralization >0.05
PLN24-152 2850S 589259.2 6408356.8 537.2 53.1 -68 440.5 441 0.5 0. 051

 

Assay composite parameters:

 

1:Minimum Thickness of 0.5 m

 

2:Assay Grade Cut-Off: 0.05% U3O8 (weight %)

 

3.Maximum Internal Dilution: 2.0 m

 

Natural gamma radiation in the drill core that is reported in this news release was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 scintillometer. The Company considers greater than 300 cps on the handheld spectrometer as anomalous, >10,000 cps as high grade and greater than 65,535 cps as off-scale. The reader is cautioned that scintillometer readings are not directly or uniformly related to uranium grades of the rock sample measured and should be used only as a preliminary indication of the presence of radioactive materials.

 

Composited weight % U3O8 mineralized intervals are summarized in Table 1. Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thickness are yet to be determined.

 

 

About Patterson Lake North:

 

The Company’s 4,078-hectare 100% owned Patterson Lake North property (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade world class uranium deposits which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone uranium discovery is located 23km northwest of Fission Uranium’s Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepare in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discoveries. F3 Uranium currently has 20 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow and Hurricane. F3 has announced a transaction pursuant to which it will transfer 17 of its prospective uranium exploration properties to F4 in exchange for common shares of F4 which will be distributed to F3 shareholders on the basis of one F4 Share for every common share of F3 held; the F4 shares will then be rolled back at a rate of 10 to 1. F3 will retain the PLN Project consisting of the PLN, Misto and Broach properties. The Broach property incorporates the PW property which it obtained from CanAlaska as the result of a property swap.

 

(MAP) 

 

Figure 2

 

To view an enhanced version of this graphic, please visit:

https://images.newsfilecorp.com/files/8110/218187_4006cb11144c2a82_004full.jpg

 

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue 

Kelowna, BC V1Y9Y2

 

Contact Information  

Investor Relations 

Telephone: 778 484 8030 

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/218187

 

 

 

Exhibit 99.9

 

F3 Shareholders Approve F4 Spin Out

 

Kelowna, British Columbia--(Newsfile Corp. - August 9, 2024) - F3 Uranium Corp (TSV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce the outcome of the Special Meeting of F3 Securityholders held on Thursday August 8, 2024, at 10am PT in Kelowna BC at 750 1620 Dickson Avenue, V1Y 9Y2. At the meeting, shareholders voted in favor of the spin-out of F4 Uranium Corp. (‘F4”) pursuant to the statutory plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act.

 

The total number of eligible votes was 493,352,709 and the total number voted was 177,908,715 being 36.06% of the total number of eligible votes. Three resolutions were voted upon by F3 Securityholders. The Arrangement Resolution involves, among other things, the distribution of common shares of F4 Uranium Corp. to shareholders of F3 Uranium Corp. based on one F4 common share for each common share of F3 held on the effective date of the Arrangement. The F4 shares will then be rolled back at a rate of 10 to 1. The Arrangement Resolution was approved without variation with 79.81% voting FOR. The F4 Option Plan Resolution was not approved with 53.64% voting AGAINST, and the F4 Equity Incentive Plan was approved with 78.41% voting FOR.

 

The Arrangement remains subject to final approval of the Supreme Court of British Columbia (the “Court”) scheduled for August 13, 2024, and acceptance from the TSX Venture Exchange, and is expected to be completed on or about August 15, 2024. F4 has applied to list its common shares on the TSX Venture Exchange.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discoveries. F3 Uranium currently has 20 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow and Hurricane. F3 has announced a transaction pursuant to which it will transfer 17 of its prospective uranium exploration properties to F4 in exchange for common shares of F4 which will be distributed to F3 shareholders based on one F4 Share for every common share of F3 held; the F4 shares will then be rolled back at a rate of 10 to 1. F3 will retain the PLN Project consisting of the PLN, Misto and Broach properties. The Broach property incorporates the PW property which it obtained from CanAlaska as the result of a property swap.

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of the management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

 

  

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/219283

 

 

 

Exhibit 99.10

 

F3 Shareholders to Receive a Free Dividend F4 Share

 

Kelowna, British Columbia--(Newsfile Corp. - August 12, 2024) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce the distribution of common shares of F4 Uranium Corp. to F3 shareholders of record as of August 14, 2024, based on one F4 common share for each common share of F3 held. The F4 shares will then be rolled back at a rate of 10 to 1. The distribution will be considered a dividend for tax purposes.

 

The Arrangement remains subject to final approval of the Supreme Court of British Columbia (the “Court”) scheduled for August 13, 2024, and acceptance from the TSX Venture Exchange, and is expected to be completed on or about August 15, 2024. F4 will apply to list its common shares on the TSX Venture Exchange and the OTC.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discoveries. F3 Uranium currently has 20 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow and Hurricane. F3 has announced a transaction pursuant to which it will transfer 17 of its prospective uranium exploration properties to F4 in exchange for common shares of F4 which will be distributed to F3 shareholders based on one F4 Share for every common share of F3 held; the F4 shares will then be rolled back at a rate of 10 to 1. F3 will retain the PLN Project consisting of the PLN, Misto and Broach properties. The Broach property incorporates the PW property which it obtained from CanAlaska as the result of a property swap.

 

Forward-Looking Statements:

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of the management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

 

F3 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/219549

 

 

 

Exhibit 99.11

 

F3 Expands B1 Shear by 80% with 700m Step- Out Hole

 

Hits 0.71m of Off-Scale (>65,535cps) within 12.0m of Mineralization at JR

 

Kelowna, British Columbia--(Newsfile Corp. - August 13, 2024) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce recent JR Zone high grade infill summer drilling highlighted by PLN24-161, which intersected mineralization over 12.0m, including 2.0m of high grade (>10,000cps) also hosting 0.71m of composite off-scale mineralization (>65,535 cps). Drill hole PLN24-163 at JR intersected 0.90m of composite high grade mineralization (>10,000 cps) within 20.5m of mineralization (>300cps). JR Zone infill holes targeted areas of low drill hole density within the high-grade core of the zone. These holes help to improve and define the continuity of grade within the JR Zone.

 

F3 engaged Computational Geosciences to provide new geologically constrained inversions of ground loop time domain electromagnetic (GTEM) and direct current (DC) resistivity data already collected on the ground. These parametric models of electric conductivity (see Figure 1) defined a clear extension of the B1 trend which was tested and validated with drillhole PLN24-168, a 700m step-out along strike from PLN24-126, which was the most southeasterly hole along the B1 shear zone previously and 1,300m from its northwest end. Drill hole PLN24-168 intersected a 14.2m strongly prospective and wide clay altered graphitic shear zone approximately 110m below the Athabasca Unconformity in the down-dip direction (see Photo 1). Additionally, the inversion indicated the B1 conductor trend to continue to the southeast an additional 700m to the edge of the survey block resulting in an approximate 80% increase in the total implied strike length of the B1 shear zone to 2.7km.

 

Sam Hartmann, Vice President Exploration, commented:

 

“PLN24-168 was collared on line 4245S, approximately 1.2 km along strike from the Harrison Fault and PLN24-152 area, opening up an additional 700m of prospective strike from previous drilling. This wildcat hole was collared conservatively, testing the newly defined conductive feature well below the Athabasca Unconformity; an altered and strongly graphitic shear representing the continuation of B1 was intersected as predicted from the conductivity model; it also exhibited elevated radioactivity averaging 200 cps peaking up to 240cps; although that doesn’t quite meet our reporting threshold of 300 cps, it adds to the prospectivity and follow-up holes are now being planned for that area. Geochemistry results from this ongoing drill program are being integrated into our models and drill plans as they arrive which is assisting us with targeting with greater confidence.”

 

 

 (MAP)

 

Figure 1

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/219744_d09f67fd247b8b6d_002full.jpg

 

Summer 2024 JR Zone Handheld Spectrometer Highlights:

 

PLN24-161 (line 035S):

 

12.0m interval with mineralization from 205.0m to 217.0m, including

 

0.71m composite off-scale radioactivity (> 65,535 cps) between 208.2m and 209.25m

 

PLN24-163 (line 095S):

 

20.5m interval of mineralization between 197.0m to 217.5m, including

 

0.90m composite high-grade mineralization (> 10,000 cps) between 205.25 m and 206.5m

 

Summer 2024 Exploration Handheld Spectrometer Highlights:

 

PLN24-167 (line 3450S): B1 Exploration

 

0.5m mineralized interval from 453.5m to 454.0m

 

 

 (MAP)

 

Photo 1: PLN24-168 - 700m Step-Out Along Strike at B1

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/219744_d09f67fd247b8b6d_003full.jpg

 

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information * Hand-held Spectrometer Results On Mineralized
Drillcore (>300 cps / >0.5m minimum)
Athabasca Total
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max CPS Unconformity
Depth (m)
Drillhole
Depth (m)
PLN24-161 035S 587791.0 6410763.9 546.4 -80.3 57.0 205.00 205.50 0.50 460 179.8 269
              205.50 206.00 0.50 <300    
              206.00 206.50 0.50 450    
              206.50 207.00 0.50 1500    
              207.00 207.50 0.50 3800    
              207.50 208.00 0.50 50600    
              208.00 208.20 0.20 44000    
              208.20 208.50 0.30 >65535    
              208.50 208.66 0.16 >65535    
              208.66 208.80 0.14 62700    
              208.80 208.90 0.10 >65535    
              208.90 209.00 0.10 56700    
              209.00 209.10 0.10 53700    
              209.10 209.25 0.15 >65535    
              209.25 209.50 0.25 52200    
              209.50 210.00 0.50 8800    
              210.00 210.50 0.50 3900    
              210.50 211.00 0.50 1800    
              211.00 211.50 0.50 910    
              211.50 212.00 0.50 1800    
              212.00 212.50 0.50 6500    
              212.50 213.00 0.50 4200    
              213.00 213.50 0.50 980    
              213.50 214.00 0.50 960    
              214.00 214.50 0.50 9100    
              214.50 215.00 0.50 4600    
              215.00 215.50 0.50 4300    
              215.50 216.00 0.50 15900    
              216.00 216.50 0.50 1200    
              216.50 217.00 0.50 950    
PLN24-162 2850S 589301.3 6408383.6 538.0 -67.9 54.5 426.50 427.00 0.50 340 184.0 521
PLN24-163 095S 587813.1 6410709.8 546.9 -78.5 52.4 194.00 194.50 0.50 310 181.33 305
              197.00 197.50 0.50 760    
              197.50 198.00 0.50 <300    
              198.00 198.50 0.50 400    
              198.50 199.00 0.50 640    
              199.00 199.50 0.50 580    
              199.50 200.00 0.50 3700    
              200.00 200.50 0.50 1200    
              200.50 201.00 0.50 540    
              201.00 201.50 0.50 580    
              201.50 202.00 0.50 300    
              202.00 202.50 0.50 410    
              202.50 203.00 0.50 690    
              203.00 203.50 0.50 710    
              203.50 204.00 0.50 1100    
              204.00 204.50 0.50 4800    
              204.50 205.00 0.50 3200    
              205.00 205.25 0.25 5700    
              205.25 205.50 0.25 21100    
              205.50 206.00 0.50 19000    
              206.00 206.35 0.35 5400    
              206.35 206.50 0.15 11500    
              206.50 207.00 0.50 4700    
              207.00 207.50 0.50 400    
              207.50 208.00 0.50 2800    
              208.00 208.50 0.50 2600    
              208.50 209.00 0.50 1200    
              209.00 209.50 0.50 970    
              209.50 210.00 0.50 950    
              210.00 212.00 2.00 <300    
              212.00 212.50 0.50 580    
              212.50 214.00 1.50 <300    
              214.00 214.50 0.50 810    
              214.50 215.50 1.00 <300    
              215.50 216.00 0.50 590    
              216.00 216.50 0.50 500    
              216.50 217.00 0.50 640    
              217.00 217.50 0.50 420    
PLN24-164 2880S 589259.5 6408356.8 538.2 -65.3 68.9 A1 MSZ Exploration; no radioactivity >300 cps 187.52 551
PLN24-165 3195S 589613.8 6408183.7 535.0 -72.4 55.0 B1 MSZ Exploration; no radioactivity >300 cps 347.18 526
PLN24-166 735S 587974.1 6410035.3 555.2 -60.4 54.9 A1 MSZ Exploration; no radioactivity >300 cps 182.33 512
PLN24-167 3450S 589969.9 6408137.0 534.4 -74.2 51.5 453.50 454.00 0.50 310 336.7 512
PLN24-168 4245S 590177.6 6407291.5 542.3 -70.3 55.3 B1 MSZ Exploration; no radioactivity >300 cps 365.08 557

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

 

Natural gamma radiation in the drill core that is reported in this news release was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 scintillometer. The Company considers greater than 300 cps on the handheld spectrometer as anomalous, >10,000 cps as high grade and greater than 65,535 cps as off-scale. The reader is cautioned that scintillometer readings are not directly or uniformly related to uranium grades of the rock sample measured and should be used only as a preliminary indication of the presence of radioactive materials.

 

All depth measurements reported are down-hole and true thickness are yet to be determined.

 

About Patterson Lake North:

 

The Company’s 4,078-hectare 100% owned Patterson Lake North property (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade world class uranium deposits which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone uranium discovery is located 23km northwest of Fission Uranium’s Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepare in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discovery. F3 Uranium currently has 20 projects in the Athabasca Basin. Several of F3’s projects are near large uranium discoveries including Triple R, Arrow and Hurricane. F3 has announced a transaction pursuant to which it will transfer 17 of its prospective uranium exploration properties to F4 in exchange for common shares of F4 which will be distributed to F3 shareholders on the basis of one F4 Share for every common share of F3 held; the F4 shares will then be rolled back at a rate of 10 to 1. F3 will retain the PLN Project consisting of the PLN, Misto and Broach properties. The Broach property incorporates the PW property which it obtained from CanAlaska as the result of a property swap.

 

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/219744

 

 

 

 

 

Exhibit 99.12

 

F3 Uranium and F4 Uranium Announce Completion of Arrangement

 

Kelowna, British Columbia--(Newsfile Corp. - August 16, 2024) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3”) and F4 Uranium Corp. (“F4”) are pleased to announce that they have completed the previously announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”), effective as at 12:01 a.m. (Vancouver time) on August 15, 2024 (the “Effective Date”). F3 obtained a final order from the Supreme Court of British Columbia dated August 13, 2024 approving the Arrangement. The Arrangement was previously approved by shareholders of F3 at a special meeting on August 8, 2024.

 

Pursuant to the Arrangement, the holders of common shares of F3 were entitled to receive at the Effective Date, in exchange for each common share of F3 held at the close of business the day before the Effective Date (i) one new common share of F3; and (ii) one-tenth of a F4 share. All outstanding options, warrants and restricted share units of F3 were adjusted in accordance with the terms of the plan of arrangement as set forth in greater detail in F3’s management information circular dated June 28, 2024.

 

About F3 Uranium Corp.:

 

F3 is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the project, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the PW property which F3 obtained from CanAlaska as the result of a property swap.

 

About F4 Uranium Corp.:

 

F4 is a uranium project generator and exploration company, focusing on projects in the Athabasca Basin, home to some of the world’s largest high grade uranium discoveries. F4 Uranium currently has 17 projects in the Athabasca Basin, several of which are near large uranium discoveries including Triple R, Arrow and Hurricane. F4 has entered into option agreements on several of the properties which call for the incoming parties to make cash payments and issue shares to F4 as well as to incur exploration expenditures on the properties in which they have been granted the option to earn an interest.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of F3 and F4 based on information currently available to them. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by F3 and F4 with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and F3 and F4 undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this news release, and does not accept responsibility for the adequacy or accuracy of this news release.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

F4 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: info@f4uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

F3 Uranium Corp. 

 

 

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/220180

 

 

 

Exhibit 99.13

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1: Name and Address of Company
   
  F3 Uranium Corp. (formerly “Fission 3.0 Corp.”)
  (“F3” or the “Company”)
750-1620 Dickson Avenue
Kelowna, British Columbia
Canada, V1Y 9Y2
   
Item 2: Date of Material Change
   
  August 15, 2024
   
Item 3: News Release
   
  A news release announcing the material change was issued on August 15, 2024 through Globe Newswire and a copy was subsequently filed on SEDAR+.
   
Item 4: Summary of Material Change
   
  On August 15, 2024, the Company announced the completion of the previously announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”). F3 obtained a final order from the Supreme Court of British Columbia dated August 13, 2024 approving the Arrangement. The Arrangement was previously approved by shareholders of F3 (the “Shareholders”) at a special meeting on August 8, 2024.
   
Item 5.1: Full Description of Material Change
   
  On August 15, 2024, the Company announced the completion of the previously announced Arrangement. F3 obtained a final order from the Supreme Court of British Columbia dated August 13, 2024 approving the Arrangement. The Arrangement was previously approved by shareholders of F3 at a special meeting on August 8, 2024.
   
  Pursuant to the Arrangement, the Shareholders were entitled to receive, in exchange for each F3 Share held at the close of business on August 14, 2024 (i) one new F3 Share; and (ii) one-tenth of a F4 Uranium Corp. share. All outstanding options, warrants and restricted share units of F3 were adjusted in accordance with the terms of the plan of arrangement as set forth in greater detail in F3’s management information circular dated June 28, 2024.
   
Item 5.2: Disclosure of Restructuring Transactions
   
  Not applicable.
   
Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102
   
  Not applicable.

 

 

Item 7: Omitted Information
   
  Not applicable.
   
Item 8: Executive Officer
   
  The following senior officer of the Company is knowledgeable about the material change and this report:
   
  Dev Randhawa, CEO & Chairman
Email: ir@f3uranium.com
  Phone: 778-484-8030
   
Item 9: Date of Report
   
  August 16, 2024

 

 

 

Exhibit 99.14

 

F3 Hits 4.35m Off-Scale Mineralization (>65,535 cps) at JR Zone

 

Kelowna, British Columbia--(Newsfile Corp. - September 10, 2024) - F3 Uranium Corp (TSV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce scintillometer results from the current summer drill program, including PLN24-176 which was cored in the JR Zone and which returned mineralization over 11.0m, including 5.40m of high grade (>10,000 cps) containing 4.35m of composite off-scale mineralization (>65,535 cps).

 

Sam Hartmann, Vice President Exploration, commented:

 

“PLN24-176 was planned to increase confidence and high-grade continuity in the heart of the JR Zone, approximately 15m in the up-dip direction of PLN24-137 (see NR April 1, 2024 and July 20, 2024). Based on total radioactivity and the intercepted width of high grade, we expect this hole to rank near the top of all drillholes at JR. Exploration remains the focus of the program; previously (see NR August 13, 2024) we announced PLN24-168, which stepped out 700m along strike and encountered the altered and strongly graphitic B1 shear well below the Athabasca Unconformity. PLN24-175 was a follow up, testing the same structure 110m up-dip targeting its intersection with the unconformity. This hole intersected strong alteration in the basement; coupled with intense silicification and brecciation observed in the lower Athabasca Sandstone and the lack of graphitic structure in the basement, indications are that the structure dips steeper than presumed. This reveals a new target down-dip from PLN24-175 and an additional hole is planned to test the structure in this area with these prospective signs for nearby mineralization.”

 

Summer 2024 JR Zone Handheld Spectrometer Highlights:

 

PLN24-176 (line 035S):

 

11.0m interval with mineralization between 186.0 and 206.5m, including

 

4.35m composite off-scale radioactivity (> 65,535 cps) between 197.40m and 202.15m

 

PLN24-177 (line 070S):

 

13.0 interval with mineralization between 199.0 and 214.5m, including

 

0.20m high-grade radioactivity (> 10,000 cps) between 211.0 and 211.2m

 

 

 (MAP)

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/222573_7ebc035d04f7a8f9_002full.jpg

 

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information

* Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m

minimum)

 

Athabasca
Unconformity
Depth (m)

 

Total
Drillhole
Depth (m)

Hole ID

Section
Line

Easting Northing Elevation Az Dip

From

(m) 

To
(m)
 

Interval
(m)
 

Max CPS
PLN24-169 2820S 589486.4 6408554.4 529.6 113.3 -70.5 B1 MSZ Exploration; no radioactivity >300 cps

170.4, 256.3, 324.2 

404
PLN24-170 150S 587940.0 6410725.8 546.3 58.4 -84.6 A1 Exploration; no radioactivity >300 cps 172.3 263
PLN24-171 3345S 589633.1 6408012.6 535.4 54.7 -65.6 B1 MSZ Exploration; no radioactivity >300 cps 353.0 674
PLN24-172 3780S 590006.3 6407749.4 539.2 55.8 -65.1 B1 MSZ Exploration; no radioactivity >300 cps 361.8 524
PLN24-173 2850S 589230.3 6408338.0 536.9 54.5 -67.1 A1 Exploration; no radioactivity >300 cps 173.4 587
PLN24-174 3075S 589596.1 6408116.4 532.7 14.6 -57.8 B1 MSZ Exploration; no radioactivity >300 cps 376.4 398
PLN24-175 4245S 590242.5 6407347.5 542.8 55.8 -66.7 B1 MSZ Exploration; no radioactivity >300 cps 351.2 497
PLN24-176 035S 587813.4 6410772.8 545.9 55.8 -80.8 186.00 186.50 0.50 300 181.8 296

193.50 

194.00 

195.50 

196.00 

196.50 

197.00 

197.40 

197.50 

198.00 

198.50 

199.00 

199.50 

200.00 

200.50 

200.70 

201.00 

201.10 

201.50 

202.00 

202.15 

202.40 

202.50 

203.00 

194.00 

195.50 

196.00 

196.50 

197.00 

197.40 

197.50 

198.00 

198.50 

199.00 

199.50 

200.00 

200.50 

200.70 

201.00 

201.10 

201.50 

202.00 

202.15 

202.40 

202.50 

203.00 

203.50 

0.50 

1.50 

0.50 

0.50 

0.50 

0.40 

0.10 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.20 

0.30 

0.10 

0.40 

0.50 

0.15 

0.25 

0.10 

0.50 

0.50 

300 

<300 

320 

1100 

1200 

55500 

>65535 

>65535 

>65535 

>65535 

>65535 

>65535 

>65535 

>65535 

45500 

63600 

>65535 

>65535 

>65535 

50200 

8700 

1600 

1900 

206.00 206.50 0.50 320
PLN24-177 70S 587813.4 6410742.8 547.3 55.9 -81.3

199.00 

199.50 

200.00 

200.50 

201.00 

201.50 

202.00 

202.50 

203.00 

203.50 

204.00 

204.50 

205.00

199.50 

200.00 

200.50 

201.00 

201.50 

202.00 

202.50 

203.00 

203.50 

204.00 

204.50 

205.00 

205.50

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.50

340 

480 

400 

460 

670 

800 

1900 

1900 

1600 

900 

<300 

2000 

410

179.4 269

208.00 

208.50 

209.00 

209.50 

210.00 

210.50 

211.00 

211.20 

211.50 

212.00 

212.50 

214.00

208.50 

209.00 

209.50 

210.00 

210.50 

211.00 

211.20 

211.50 

212.00 

212.50 

214.00 

214.50

0.50 

0.50 

0.50 

0.50 

0.50 

0.50 

0.20 

0.30 

0.50 

0.50 

1.50 

0.50

1300 

610 

<300 

360 

780 

3800 

12500 

5100 

1600 

300 

<300 

300

  

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

 

Natural gamma radiation in the drill core that is reported in this news release was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 scintillometer. The Company considers greater than 300 cps on the handheld spectrometer as anomalous, >10,000 cps as high grade and greater than 65,535 cps as off-scale. The reader is cautioned that scintillometer readings are not directly or uniformly related to uranium grades of the rock sample measured and should be used only as a preliminary indication of the presence of radioactive materials. Samples from the drill core are split in half on site and are standardized at 0.5m lengths. One half of the split sample will be submitted to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK. for lithogeochemical analysis using their “Uranium Package”.

 

All depth measurements reported are down-hole and true thickness are yet to be determined.

 

About Patterson Lake North:

 

The Company’s 4,078-hectare 100% owned Patterson Lake North property (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade world class uranium deposits which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone uranium discovery is located 23km northwest of Fission Uranium’s Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepare in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

 

 

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/222573

 

 

 

Exhibit 99.15

 

(LOGO)

SYMBOL TSXV: FUU
OTC SYMBOL: FUUFF
www.f3uranium.com



October 9, 2024

 

F3 Announces Bought Deal Private Placement for Gross Proceeds of C$5 Million

 

News Release – Kelowna, British Columbia – October 9, 2024: F3 Uranium Corp. (TSXV: FUU) (OTC: FUUFF) (“F3 Uranium” or the “Company”) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase for resale 12,500,000 flow-through units of the Company to be sold to charitable purchasers (each, a “Charity FT Unit”) at a price of C$0.40 per Charity FT Unit (the “Offering Price”) on a “bought deal” basis in a private placement for gross proceeds of C$5,000,000 (the “Underwritten Offering”).

 

Each Charity FT Unit will consist of one common share of the Company (each, a “Common Share”) to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.40 at any time on or before that date which is 24 months after the Closing Date (as herein defined).

 

The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 2,500,000 Charity FT Units at the Offering Price for additional gross proceeds of up to C$1,000,000 (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”).

 

The Company shall have the right to include a list of subscribers to purchase up to 1,250,000 Charity FT Units at the Offering Price for gross proceeds of up to C$500,000 under the Offering (the “President’s List”). The President’s List shall be allocated under the Over-Allotment Option and, for greater certainty, all purchasers under the Over-Allotment Option shall receive Non-LIFE CFT Units (as defined herein) on the terms of the Offering and subject to the resale restrictions noted herein.

 

The Charity FT Units sold pursuant to the Underwritten Offering (the “LIFE CFT Units”), representing gross proceeds of C$5,000,000, will be offered by way of the “listed issuer financing” exemption under Part 5A (the “LIFE Exemption”) under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada with the exception of Quebec (the “Selling Jurisdictions”). The FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE CFT Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The Charity FT Units sold under the President’s List and Over-Allotment Option (the “Non-LIFE CFT Units”) will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Selling Jurisdictions. The FT Shares and Warrant Shares issuable pursuant to the sale of Non-LIFE CFT Units will be subject to a hold period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

 1 of 3

 

The Offering is expected to close on October 30, 2024 (the “Closing Date”). The proceeds of the Offering will be used by the Company to fund the exploration of the Company’s projects in the Athabasca Basin.

 

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.f3uranium.com. Prospective investors should read this offering document before making an investment decision.

 

About F3 Uranium Corp.

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

 

“Dev Randhawa”

Dev Randhawa, CEO

 

Cautionary Statement: F3 Uranium Corp.

 

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

 2 of 3

 

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedarplus.ca. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

 3 of 3

 

 

Exhibit 99.16

 

(LOGO)

SYMBOL TSXV: FUU
OTC SYMBOL: FUUFF
www.f3uranium.com



October 10, 2024

 

F3 Announces Revised Bought Deal Private Placement for Gross Proceeds of C$7 Million

 

News Release – Kelowna, British Columbia – October 10, 2024: F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company”) is pleased to announce that due to significant investor demand, the Company has increased the gross proceeds of its previously announced private placement (the “Underwritten Offering”) to C$7,000,000. Under the revised Underwritten Offering, the Underwriters (as defined herein) have agreed to purchase for resale 17,500,000 flow-through units of the Company to be sold to charitable purchasers (each, a “Charity FT Unit”) at a price of C$0.40 per Charity FT Unit (the “Offering Price”) on a “bought deal” basis. Red Cloud Securities Inc. is acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters”).

 

Each Charity FT Unit will consist of one common share of the Company (each, a “Common Share”) to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.40 at any time on or before that date which is 24 months after the Closing Date (as herein defined).

 

The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 2,500,000 Charity FT Units at the Offering Price for additional gross proceeds of up to C$1,000,000 (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”).

 

The Company shall have the right to include a list of subscribers to purchase up to 1,250,000 Charity FT Units at the Offering Price for gross proceeds of up to C$500,000 under the Offering (the "President's List"). The President's List shall be allocated under the Over-Allotment Option and, for greater certainty, all purchasers under the Over-Allotment Option shall receive Non-LIFE CFT Units (as defined herein) on the terms of the Offering and subject to the resale restrictions noted herein.

 

Up to 12,500,000 Charity FT Units sold pursuant to the Underwritten Offering (the “LIFE CFT Units”), representing gross proceeds of C$5,000,000, will be offered by way of the “listed issuer financing” exemption under Part 5A (the “LIFE Exemption”) under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada with the exception of Quebec (the “Selling Jurisdictions”). The FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE CFT Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The remaining 5,000,000 Charity FT Units sold pursuant to the Underwritten Offering as well as the Charity FT Units that may be sold under the Over-Allotment Option (collectively, the “Non-LIFE CFT Units”), which includes the Charity FT Units sold under the President’s List, will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Selling Jurisdictions. The FT Shares and Warrant Shares issuable pursuant to the sale of Non-LIFE CFT Units will be subject to a hold period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

 

 

The Offering is expected to close on October 31, 2024 (the “Closing Date”). The proceeds of the Offering will be used by the Company to fund the exploration of the Company’s projects in the Athabasca Basin.

 

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at the Company's website at www.f3uranium.com. Prospective investors should read this offering document before making an investment decision.

 

About F3 Uranium Corp.

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

 

“Dev Randhawa”

Dev Randhawa, CEO

 

Cautionary Statement: F3 Uranium Corp.

 

This press release contains "forward-looking information" within the meaning of applicable Canadian and United States securities laws, which is based upon the Company's current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company's expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as "plans", "expects", "potential", "is expected", "anticipated", "is targeted", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved.

-2-

 

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company's expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's annual filings that are available at www.sedarplus.ca. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

-3-

 

 

Exhibit 99.17

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUF

 

F3 ISSUES SHARES FOR INTEREST DEBT SETTLEMENT

 

Kelowna, British Columbia— (Newsfile Corp. – October 10, 2024) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUF) (“F3” or the “Company”) announces that pursuant to its previously announced financing with Denison Mines Corp. from October 2023, (“Denison”) (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the interest owed to date in cash and common shares (the “Debt Settlement”).

 

The payment to Denison will consist of $225,000 in cash and a total of 439,453 common shares of the corporation.

 

Terms of the Debenture

 

The Debenture carries a 9% coupon (the “Interest”), payable quarterly, has a maturity date of October 18, 2028, and is convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. Full details of the debenture are noted in the press releases of October 6 and October 18, 2023.

 

All securities issued pursuant to the Debt Settlement are subject to the approval of the TSX-V and, when issued, a statutory hold period in Canada expiring four months and one day from the date of issuance.

 

The shares-for-debt transaction was approved by the Company’s Board of Directors pursuant to the terms of the debenture and did not require a formal valuation nor minority shareholder approval pursuant to Multilateral Instrument 61-101.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R

1 of 2 

 

(LOGO)

 

 

and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release contains “forward-looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements with respect to the use of proceeds, and the potential for development of new uranium operations in northern Saskatchewan. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

2 of 2 

 

 

Exhibit 99.18

 

(LOGO) 
TSXV SYMBOL :  FUU
OTC SYMBOL : FUUFF
FSE : GL7
www.f3uranium.com

 

October 16, 2024

 

F3 Announces Revised Pricing of Bought Deal Private

Placement for Gross Proceeds of C$7.0 Million

 

News Release - Kelowna, British Columbia – October 16, 2024) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company”) announces that it has revised the pricing of its previously announced private placement for gross proceeds of C$7,000,000 (the “Underwritten Offering”). Under the revised Underwritten Offering, the Underwriters (as defined herein) have agreed to purchase for resale 6,562,500 federal flow-through units of the Company (the “FFT Units”) at a price of C$0.375 per FFT Unit (the “FFT Offering Price”) and 10,937,500 Saskatchewan flow-through units of the Company (the “SFT Units”, and together with the FFT Units, the “FT Units”) at a price of C$0.415 per SFT Unit (the “SFT Offering Price”) on a “bought deal” basis. An aggregate of 17,500,000 FT Units of the Company will be sold at a blended price of C$0.40 per FT Unit. Red Cloud Securities Inc. is acting as the lead underwriter and sole bookrunner on behalf of a syndicate of underwriters (collectively, the “Underwriters”).

 

Each Charity FT Unit will consist of one common share of the Company (each, a “Common Share”) to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.40 at any time on or before that date which is 24 months after the Closing Date (as herein defined).

 

The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional [937,500] FFT Units at the FFT Offering Price and up to an additional 1,562,500 SFT Units at the SFT Offering Price for additional gross proceeds of up to C$1,000,000 (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be C$8,000,000.

 

The Company will have the right to include a list of subscribers to purchase up to 1,250,000 FT Units under the Offering (the “President’s List”). The President’s List will be allocated under the Over-Allotment Option and, for greater certainty, all purchasers under the Over-Allotment Option will receive Non-LIFE FT Units (as defined herein) on the terms of the Offering and subject to certain resale restrictions as described below.

 

Up to 12,500,000 FT Units to be sold pursuant to the Underwritten Offering (the “LIFE FT Units”), representing gross proceeds of up to C$5,000,000, will be offered by way of the “listed issuer financing” exemption under Part 5A under National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada with the exception of Québec (the “Selling Jurisdictions”). The FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE FT Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers’ resident in Canada. The remaining 5,000,000 FT Units to be sold pursuant to the Underwritten Offering as well as the FT Units that may be sold under the Over-Allotment Option (collectively, the “Non LIFE FT Units”), which includes the FT Units to be sold under the President’s List, will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Selling Jurisdictions. The FT Shares and Warrant Shares issuable from the sale of Non-LIFE FT Units will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 - Resale of Securities.

1

 

The Offering is expected to close on October 31, 2024 (the “Closing Date”). The proceeds of the Offering will be used by the Company to fund the exploration of the Company’s projects in the Athabasca Basin.

 

There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.f3uranium.com. Prospective investors should read this offering document before making an investment decision.

 

F3 Uranium also announces that it has signed a marketing agreement with Apaton Finance of Hannover, Germany. F3 Uranium will pay Apaton €20,000 from October 31, 2024 to January 31, 2025. Apaton will write articles, conduct interviews and distribute them online in German and English via renowned and established major financial media, making them accessible to the target group.

 

Apaton Finance GmbH does not have any direct or indirect interest in F3 or its securities and no incentive stock options have been granted

 

About F3 Uranium Corp.

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

2 of 3

 

Contact Information
Investor Relations 

Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

 

“Dev Randhawa”

Dev Randhawa, CEO

 

Cautionary Statement: F3 Uranium Corp.

 

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering; the use of proceeds of the Offering; completion of the Offering and the date of such completion. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

 

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; and other risks of the mining industry. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedarplus.ca. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

3 of 3

 

 

Exhibit 99.19

 

  (LOGO) 
October 18, 2024 510 Burrard St, 3rd Floor
  Vancouver BC, V6C 3B9
www.computershare.com

 

To: All Canadian Securities Regulatory Authorities

 

Subject: F3 URANIUM CORP.

 

Dear Sir/Madam:

 

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

 

Meeting Type : Annual General and Special Meeting
Record Date for Notice of Meeting : November 08, 2024
Record Date for Voting (if applicable) : November 08, 2024
Beneficial Ownership Determination Date : November 08, 2024
Meeting Date : December 19, 2024
Meeting Location (if available) : Kelowna, BC
Issuer sending proxy related materials directly to NOBO: Yes
Issuer paying for delivery to OBO: No
   
Notice and Access (NAA) Requirements:  
NAA for Beneficial Holders Yes
Beneficial Holders Stratification Criteria: Not Applicable
NAA for Registered Holders Yes
Registered Holders Stratification Criteria: Not Applicable

  

Voting Security Details: 

 

Description CUSIP Number ISIN
COMMON SHARES 30336Y107 CA30336Y1079

 

Sincerely, 

 

Computershare

Agent for F3 URANIUM CORP.

 

 

 

Exhibit 99.20

 

  (LOGO) 
Date: October 23, 2024 510 Burrard St, 3rd Floor
Vancouver BC, V6C 3B9
www.computershare.com

  

To: All Canadian Securities Regulatory Authorities

 

Subject: F3 URANIUM CORP. (Meeting Cancelled) 

 

Dear Sir/Madam:

 

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer: 

 

Meeting Type : Annual General and Special Meeting (Cancelled)
Record Date for Notice of Meeting : November 08, 2024 (Cancelled)
Record Date for Voting (if applicable) : November 08, 2024 (Cancelled)
Beneficial Ownership Determination Date : November 08, 2024 (Cancelled)
Meeting Date : December 19, 2024 (Cancelled)
Meeting Location (if available) : Kelowna, BC
Issuer sending proxy related materials directly to NOBO: Yes
Issuer paying for delivery to OBO: No
   
Notice and Access (NAA) Requirements:  
NAA for Beneficial Holders Yes
Beneficial Holders Stratification Criteria: Not Applicable
NAA for Registered Holders Yes
Registered Holders Stratification Criteria: Not Applicable

  

Voting Security Details:

 

Description CUSIP Number ISIN
COMMON SHARES 30336Y107 CA30336Y1079

 

Sincerely,

 

Computershare

Agent for F3 URANIUM CORP.

 

 

 

Exhibit 99.21

 

  (LOGO)
Date: October 25, 2024 510 Burrard St, 3rd Floor
  Vancouver BC, V6C 3B9
www.computershare.com

  

To: All Canadian Securities Regulatory Authorities

 

Subject: F3 URANIUM CORP.

 

Dear Sir/Madam:

 

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

  

Meeting Type : Annual General and Special Meeting
Record Date for Notice of Meeting : November 25, 2024
Record Date for Voting (if applicable) : November 25, 2024
Beneficial Ownership Determination Date : November 25, 2024
Meeting Date : January 15, 2025
Meeting Location (if available) : Kelowna, BC
Issuer sending proxy related materials directly to NOBO: Yes
Issuer paying for delivery to OBO: No
   
Notice and Access (NAA) Requirements:  
NAA for Beneficial Holders Yes
Beneficial Holders Stratification Criteria: Not Applicable
NAA for Registered Holders Yes
Registered Holders Stratification Criteria: Not Applicable

 

Voting Security Details: 

 

Description CUSIP Number ISIN
COMMON SHARES 30336Y107 CA30336Y1079

  

Sincerely,

 

Computershare

Agent for F3 URANIUM CORP.

 

 

 

Exhibit 99.22

 

(F3 URANIUM LOGO)

 

Consolidated Financial Statements

 

 

F3 Uranium Corp.

 

 

For the Year Ended

June 30, 2024

 

 

 

 

INDEPENDENT AUDITOR’S REPORT

 

 

To the Shareholders of: 

F3 Uranium Corp. (formerly Fission 3.0 Corp.)

 

Opinion

 

We have audited the accompanying consolidated financial statements of F3 Uranium Corp. (formerly Fission 3.0 Corp.) (the “Company”), which comprise the consolidated statements of financial position as June 30, 2023 and 2022 and the consolidated statements of loss and comprehensive loss, changes in shareholders’ equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

 

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2023 and 2022, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).

 

Basis for Opinion

 

We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 

Key Audit Matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, prepared under the conditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Assessment of Impairment of Exploration and Evaluation Assets

 

As described in Note 8 of the financial statements, the carrying amount of the Company’s exploration and evaluation assets is $29,762,105 as at June 30, 2023 and includes $470,424 of impairment. As more fully described in Note 3 to the financial statements, management assesses for indicators of impairment at each statement of financial position date.

 

The assessment of impairment indicators of exploration and evaluation assets is identified as a key audit matter due to significant judgment made by management, which in turn led to additional auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in this area that could give rise to the requirement to prepare an estimate of the recoverable amount of the exploration and evaluation assets.

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:

 

Evaluating management’s assessment of impairment indicators.

 

Evaluating the intent for the exploration and evaluation assets through discussion and communication with management.

 

Assessing compliance with agreements and expenditure requirements including reviewing option agreements.

 

Obtaining, on a test basis through government websites, confirmation of title to ensure mineral rights underlying the exploration and evaluation assets are in good standing.
 
SUITE 630   |   1111 MELVILLE STREET   |   VANCOUVER, BC   I   V6E3V6

 

 

 

Share Capital and Other Capital Reserves

 

As described in Note 10 of the financial statements, the Company’s share capital and reserves amounted to $65,157,500 and $19,257,597, respectively, as of June 30, 2023.

 

The assessment of share capital and other capital reserves is identified as a key audit matter due to the high volume of transactions during the year, the subjective nature of various management inputs and assumptions involved in the fair value calculations, and the implementation of a restricted share unit (“RSU”) plan during the year.

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. Our audit procedures included, among others:

 

Reviewing, discussing, and obtaining support for management’s assumptions in developing and applying estimates in accounting for its equity instruments.

 

Recalculating the fair values assigned to stock options and RSUs granted and ensuring consistency with vesting schedules.

 

Verifying key inputs used from external sources to calculate share-based compensation.

 

Gaining an understanding of the Company’s RSU plan, including the terms and vesting schedules.

 

Verifying the accurate allocation of flow-through shares between the offering of the common shares and the sale of tax benefits.

 

Recalculating the allocation of proceeds from units issued in private placements between share capital and warrants using a relative fair values approach.

 

Other Information

 

Management is responsible for the other information. The other information comprises the Management Discussion and Analysis. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

 

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

The engagement partner on the audit resulting in this independent auditor’s report is Melyssa Charlton. 

 

 

 

CHARTERED PROFESSIONAL ACCOUNTANTS

 

Vancouver, BC 

October 30, 2023 

 

 

(DAVIDSON LOGO)

 

INDEPENDENT AUDITOR’S REPORT

 

To the Shareholders of
F3 Uranium Corp.

 

Opinion

 

We have audited the accompanying consolidated financial statements of F3 Uranium Corp. (the “Company”), which comprise the consolidated statement of financial position as at June 30, 2024, and the consolidated statements of loss and comprehensive loss, shareholders’ equity, and cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.

 

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2024, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

 

Other Matters

 

The consolidated financial statements of F3 Uranium Corp. for the year ended June 30, 2023 were audited by another auditor who expressed an unmodified opinion on those statements on October 30, 2023.

 

Key Audit Matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year ended. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Assessment of Impairment Indicators of Exploration and Evaluation Assets (“E&E Assets”)

 

As described in Note 10 to the consolidated financial statements, the carrying amount of the Company’s E&E Assets was $53,474,145 as of June 30, 2024. As more fully described in Notes 3 and 4 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

 

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the E&E Assets’ carrying amount which is impacted by the Company’s intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Assets.

 

(IMAGE)

 

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

 

Obtained an understanding of the critical controls associated with evaluating the exploration and evaluation assets.

 

Reviewed and challenged management’s assessment as to whether indicators of impairment or impairment reversal exist.

 

Tested the Company’s additions to E&E Assets for the period by evaluating a sample of recorded expenditures for consistency to underlying records, the capitalization requirements of the Company’s accounting policy and the requirements of the accounting standard.

 

Reviewed the Company’s ability to fund future activities and reviewed any available budgets for future periods.

 

Discussed with management regarding the plans and intent for the properties.

 

On a test basis, confirmed title to ensure claims are in good standing.

 

Other Information

 

Management is responsible for the other information. The other information obtained at the date of this auditor’s report includes Management’s Discussion and Analysis.

 

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

 

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

 

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

The engagement partner on the audit resulting in this independent auditor’s report is Glenn Parchomchuk.

 

  (SIGNATURE)
   
Vancouver, Canada Chartered Professional Accountants

 

October 28, 2024

 

 

Table of contents

 

Consolidated statements of financial position 1
   
Consolidated statements of loss and comprehensive loss 2
   
Consolidated statements of shareholders’ equity 3
   
Consolidated statements of cash flows 4
   
Notes to the consolidated financial statements 5-44

 

 

F3 Uranium Corp.
Consolidated statements of financial position
(Expressed in Canadian dollars)

 

      June 30,   June 30, 
   Notes  2024   2023 
      $   $ 
ASSETS             
Current assets             
Cash and cash equivalents  14   33,616,475    17,723,499 
Amounts receivable  6   962,926    523,920 
Marketable securities  9   350,979    1,444,860 
Deposits      736,720    157,290 
Prepaid expenses      292,420    373,112 
Assets held for distribution  7   7,948,249    - 
       43,907,769    20,440,353 
              
Investment  9   433,225    217,672 
Right-of-use asset  8   63,167    88,956 
Exploration advances      -    155,998 
Exploration and evaluation assets  10   53,474,145    29,762,105 
TOTAL ASSETS      97,878,306    50,447,412 
              
LIABILITIES             
Current liabilities             
Accounts payable and accrued liabilities  15   3,248,073    1,715,361 
Shares to be issued      -    8,400 
Mineral exploration commitment  10   339,026    - 
Lease liability – short term  8   29,899    23,228 
Flow-through share premium  12   736,981    2,415,671 
       4,353,979    4,162,660 
              
Lease liability – long term  8   49,733    79,624 
Convertible debt  11   10,910,275    - 
Deferred income tax liability  20   8,362,000    1,960,000 
Total liabilities      23,675,987    6,202,284 
              
SHAREHOLDERS’ EQUITY             
Share capital  13   101,518,149    65,157,500 
Subscription receivable  13   -    (26,000)
Reserves  13   30,801,355    19,257,597 
Equity portion of convertible debt  11   2,741,192    - 
Accumulated deficit      (60,858,377)   (40,143,969)
Total shareholders’ equity      74,202,319    44,245,128 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY      97,878,306    50,447,412 

 

Nature of operations (Note 1)

 

Commitments (Note 19)

 

Subsequent events (Note 21)

 

Approved by the Board of Directors and authorized for issuance on October 28, 2024:

 

“Devinder Randhawa”   “Terrence Osier”  
Director   Director  

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 1

 

F3 Uranium Corp.
Consolidated statements of loss and comprehensive loss
(Expressed in Canadian dollars)

 

   Notes  For the year
ended June 30,
2024
   For the year
ended June 30,
2023
 
      $   $ 
EXPENSES             
Accretion expense  11   1,361,197    - 
Business development      372,016    195,650 
Consulting and director fees  15   3,061,447    1,814,888 
Depreciation  8   25,789    26,687 
Exploration costs      124,042    71,961 
Office and administration      856,938    625,947 
Professional fees      818,204    322,412 
Public relations and communications      1,453,719    1,739,189 
Research and development  15   719,048    - 
Lease interest  8   15,476    19,869 
Share-based compensation  13,15   10,482,874    6,877,368 
Wages and benefits  15   739,184    315,111 
       (20,029,934)   (12,009,082)
Other items:             
Foreign exchange gain      438    16,225 
Flow-through share recovery tax  12   3,152,904    3,741,652 
Impairment of exploration and evaluation asset  10   -    (470,424)
Interest income      1,788,095    423,448 
Realized gain on marketable securities  9   23,987    95,991 
Recovery on mineral rights  10   593,303    180,513 
Change in fair value of marketable securities  9   (855,066)   (158,845)
Write-off of deposits      -    (35,138)
       4,703,661    3,793,422 
              
Loss before tax      (15,326,273)   (8,215,660)
Deferred income tax expense  20   (5,388,135)   (1,960,000)
Loss and Comprehensive loss for the year      (20,714,408)   (10,175,660)
              
Basic and Diluted Loss Per Share      (0.05)   (0.03)
Weighted Average Number of Shares Outstanding – Basic and Diluted      452,082,555    325,130,357 

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 2

 

F3 Uranium Corp.
Consolidated statements of shareholders’ equity
(Expressed in Canadian dollars)

 

   Share capital                     
   Number of
shares
   Amount   Reserves   Subscription
receivable
   Equity portion
of convertible
debt
   Accumulated
deficit
   Total 
       $   $   $   $   $   $ 
Balance, June 30, 2022   296,526,184    44,416,876    13,926,224    -    -    (29,968,309)   28,374,791 
Private placements   44,579,534    18,187,000    1,813,000    -    -    -    20,000,000 
Finders’ fees and share issuance costs   -    (1,323,509)   (125,322)   -         -    (1,448,831)
Brokers’ warrants   -    (382,000)   382,000    -    -    -    - 
Share-based compensation   -    -    6,877,368    -    -    -    6,877,368 
Warrants exercised   30,272,545    7,473,514    (1,837,470)   -    -    -    5,636,044 
Options exercised   5,439,977    1,382,720    (594,757)   -    -    -    787,963 
Conversion of RSUs   4,465,833    1,183,446    (1,183,446)   -    -    -    - 
Flow-through share premium   -    (5,780,547)   -    -    -    -    (5,780,547)
Subscription receivable   -    -    -    (26,000)   -    -    (26,000)
Net loss for the year   -    -    -    -    -    (10,175,660)   (10,175,660)
Balance, June 30, 2023   381,284,073    65,157,500    19,257,597    (26,000)   -    (40,143,969)   44,245,128 
                                    
Balance, June 30, 2023   381,284,073    65,157,500    19,257,597    (26,000)   -    (40,143,969)   44,245,128 
Private placements   59,094,256    24,142,414    5,932,000    -    -    -    30,074,414 
Finders’ fees and share issuance costs   -    (1,533,667)   (377,362)   -    -    -    (1,911,029)
Brokers’ warrants   -    (647,000)   647,000    -    -    -    - 
Warrants exercised   41,493,674    12,511,076    (3,329,459)   26,000    -    -    9,207,617 
Options exercised   8,849,496    2,606,698    (1,211,818)   -    -    -    1,394,880 
Conversion of RSUs   2,250,692    599,477    (599,477)   -    -    -    - 
Equity portion of convertible debt   -    -    -    -    2,741,192    -    2,741,192 
Flow-through share premium   -    (1,474,214)   -    -    -    -    (1,474,214)
Finders fee shares   380,518    155,865    -    -    -    -    155,865 
Share-based compensation   -    -    10,482,874    -    -    -    10,482,874 
Net loss for the year   -    -    -    -    -    (20,714,408)   (20,714,408)
Balance, June 30, 2024   493,352,709    101,518,149    30,801,355    -    2,741,192    (60,858,377)   74,202,319 

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 3

 

F3 Uranium Corp.
Consolidated statements of cash flows
(Expressed in Canadian dollars)

 

   For the year
ended June 30,
2024
   For the year
ended June 30,
2023
 
   $   $ 
Operating activities          
Net loss   (20,714,408)   (10,175,660)
Non-cash items:          
Accretion expense   1,361,197    - 
Deferred income tax expense   5,388,135    1,960,000 
Depreciation and amortization   25,788    26,687 
Impairment of exploration and evaluation assets   -    470,424 
Interest on lease   15,476    19,869 
Realized gain on marketable securities   (23,987)   (95,991)
Share based compensation   10,482,874    6,877,368 
Flow-through share recovery   (3,152,904)   (3,741,652)
Recovery on mineral rights   (479,881)   (180,513)
Unrealized loss on marketable securities   855,066    158,846 
Write-off of deposits   -    35,138 
           
Changes in non-cash working capital items:          
Amounts receivable   (439,006)   (125,181)
Prepaid expenses and deposits   (498,736)   (522,313)
Accounts payable and accrued liabilities   206,059    (86,264)
Cash flows used in operating activities   (6,974,327)   (5,379,242)
           
Investing activities          
Exploration and evaluation assets additions, net of recoveries   (31,799,882)   (15,325,093)
Exploration advances   -    (155,998)
Property option recovery   250,000    250,000 
Purchase of short-term investments   (215,553)   (217,672)
Cash payment in lieu of required expenditures   2,000,000    - 
Proceed from sale of marketable securities   341,452    1,015,127 
Cash flows used in investing activities   (29,423,983)   (14,433,636)
           
Financing activities          
Private placement proceeds   30,074,414    20,000,000 
Finders’ fees and share issuance costs   (1,911,029)   (1,448,831)
Warrants exercised   9,207,616    5,610,044 
Options exercised   1,386,481    787,963 
Convertible debt gross proceeds   15,000,000    - 
Convertible debt finders fee   (593,500)   - 
Shares to be issued   -    8,400 
Interest paid   (834,000)   - 
Lease payments   (38,696)   (39,299)
Cash flows provided by financing activities   52,291,286    24,918,277 
           
Net change in cash and cash equivalents in the year   15,892,976    5,105,399 
Cash and cash equivalents, beginning of the year   17,723,499    12,618,100 
Cash and cash equivalents, end of the year   33,616,475    17,723,499 

 

Supplemental disclosure with respect to cash flows (Note 14)

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 4

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

1.Nature of operations

 

F3 Uranium Corp. (the “Company”) was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”). The Company’s principal business activity is the acquisition and exploration of mineral properties. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 750 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and is listed on the TSX Venture Exchange under the symbol FUU, and on the Frankfurt Stock Exchange under the symbol 2F3.

 

The Company changed its name from Fission 3.0 Corp. to F3 Uranium Corp. on January 30, 2023.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), will remain with F3. On August 15, 2024 the Company completed a Plan of Arrangement under the provision of the Canada Business Corporations pursuant to which the Properties of F3 were spun-out to F4.

 

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

 

These consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at June 30, 2024 the Company had cash and cash equivalents of $33,616,475 (June 30, 2023 - $17,723,499) and a working capital balance of $39,553,790 (June 30, 2023 - $16,277,693). The Company believes it has sufficient resources to continue operations for the next twelve months.

Page 5

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

2.Basis of presentation

 

(a)Statement of compliance

 

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) as at June 30, 2024. These consolidated financial statements were authorized for issue by the Board of Directors on October 28, 2024.

 

(b)Basis of preparation

 

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

 

(c)Basis of consolidation

 

The consolidated financial statements of the Company include F4 Uranium Corp., a wholly-owned subsidiary incorporated in British Columbia on February 9, 2024, and Fission Energy Peru S.A.C., which is 100% owned, has been inactive since 2020 and has no assets or liabilities. The Company consolidates subsidiaries when it is exposed, or has rights, to variable returns from its involvement with the subsidiaries and has the ability to affect those returns through its power over the subsidiaries. All intercompany balances and transactions are eliminated on consolidation.

 

3.Material accounting policy information

 

(a)Financial instruments

 

Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

Page 6

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

3.Material accounting policy information (continued)

 

(a)Financial instruments (continued)

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company’s cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments.

 

(c)Foreign currency translation

 

These consolidated financial statements are presented in Canadian dollars. The financial statements for the Company’s subsidiaries are measured using the currency of the primary economic environment in which the subsidiaries operates (the “functional currency”). Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

Page 7

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

3.Material accounting policy information (continued)

 

(c)Foreign currency translation (continued)

 

The functional currency of the Company, and the Company’s subsidiaries is the Canadian dollar.

 

Transactions and balances

 

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss. Non-monetary assets and liabilities are translated at their historical costs.

 

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

 

Foreign operations

 

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized in other comprehensive income/(loss). On disposal of a foreign operation, the component of other comprehensive income/(loss) relating to that particular foreign operation is recognized in profit or loss.

 

(d)Convertible debt

 

Under the Company’s convertible debentures policy, the host debt liability, equity conversion feature and other (when applicable) components of convertible debentures are presented separately on the statement of financial position, at initial recognition. The Company determines the carrying amount of the financial liability by discounting the stream of future payments at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows.

 

The liability component is then increased by accretion of the discounted amounts to reach the face value of the convertible debentures at maturity which is recorded in the statement of loss and comprehensive loss as accretion expense.

 

The carrying amount of other components (when applicable), such as warrants, is determined using the Black-Scholes Model. The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability and the carrying amounts of any other components (when applicable) from the amount of the convertible debentures, and is presented in equity as an equity component of convertible debentures.

 

The transaction costs are allocated between the liability and equity components, on a pro-rata basis according to their carrying amounts.

Page 8

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

3.Material accounting policy information (continued)

 

(e)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

Page 9

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

3.Material accounting policy information (continued)

 

(f)Agents warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholders’ equity.

 

(g)Flow-through shares

 

The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow through share into i) a flow through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon qualifying expenditures being incurred, the Company derecognizes the liability and recognizes the premium as other income. Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be· subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-Back Rule, in accordance with the Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

 

(h)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis, based on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(i)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants consist of stock options and restricted share units (“RSUs”).

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

Page 10

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

3.Material accounting policy information (continued)

 

(i)Share-based payments (continued)

 

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

 

(j)Research and development costs

 

Research Costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate all the following (i) The technical feasibility of completing the intangible asset so that the asset will be available for use or sale (ii) Its intention to complete and its ability and intention to use or sell the asset (iii) How the asset will generate future economic benefits (iv) The availability of resources to complete the asset (v) The ability to measure reliably the expenditure during development. During the year ended June 30, 2024 the Company did not meet these criteria, therefore all research and development expenditures were expensed as incurred in the following criteria therefore all research and development recognized as expenses.

 

(k)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Page 11

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

3.Material accounting policy information (continued)

 

(l)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is similarly calculated except it is assumed that outstanding stock options and warrants, with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. Diluted loss per share does not adjust the loss attributable to common shareholders when the effect is anti-dilutive.

 

(l)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

 

(m)Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

 

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. Refer to Note 8.

Page 12

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

3.Material accounting policy information (continued)

 

(m)Asset Retirement Obligations

 

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its in situ recovery (ISR) projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability based on completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to the consolidated statement of loss and comprehensive loss in the period. The Company reviews and evaluates to asset retirement obligations annually or more frequently if deemed necessary.

 

4.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp., along with its subsidiaries, F4 Uranium Corp., and Fission Energy Peru S.A.C., is the Canadian Dollar. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

Page 13

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

4.Key estimates and judgements (continued)

 

Estimates

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes Option Pricing Model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

5.New accounting pronouncements

 

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

 

These amendments:

 

specify the rights and condition existing at the end of the reporting period are relevant in terming whether the Company has a right to defer settlement of a liability by at least twelve months;

 

provide that management’s expectations are not a relevant consideration as to whether the Company exercise its right to defer settlement of a liability; and

 

clarify when a liability is considered settled.

 

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one year to annual reporting periods beginning on or after January 1, 2024 and is to be applied retrospectively.

 

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS18 before that date.

 

The Company has not yet determined the impact of these amendments on its consolidated financial statements.

Page 14

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

6.Amounts receivable

 

   As at June 30,
2024
   As at June 30,
2023
 
   $   $ 
Sales tax receivable   921,695    523,920 
Other receivables   41,231    - 
    962,926    523,920 

 

7.Assets held for distribution

 

Pursuant to the planned Spin-Out, the Company transferred the Properties to F4 in exchange for 49,366,951 shares of F4 being distributed to F3 shareholders. The distribution was approved by the Company shareholders at a special meeting of the Company shareholders held on August 9, 2024. The Properties have been reclassified to assets held for distribution at June 30, 2024. Exploration and evaluation assets held for distribution as at June 30, 2024 was $7,948,249.

 

8.Right-of-use asset and lease liability

 

On September 17, 2021, the Company entered a five-year office lease with an arm’s length landlord commencing November 1, 2021. For the first 36 months, the Company will pay $3,275 per month and for the remainder of the term the monthly payments will be $3,488. The Company has recognized a right-of-use (“ROU”) asset in respect to this lease, which is included in right-of-use asset on the statement of financial position.

 

Below is a summary of the activities related to right-of-use office lease asset for the indicated periods:

 

Cost  Right-of-use asset 
   $ 
As at June 30, 2022   - 
Additions   133,434 
As at June 30, 2023 and June 30, 2024   133,434 
      
Accumulated depreciation     
Balance at June 30, 2022   17,791 
Depreciation   26,687 
As at June 30, 2023   44,478 
Depreciation   25,789 
As at June 30, 2024   70,267 
      
Net Book Value     
As at June 30, 2023   88,956 
As at June 30, 2024   63,167 

Page 15

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

8.Right-of-use asset and lease liability (continued)

 

The Company has also recognized a lease liability for this lease, which was initially measured at the present value of the future lease payments, discounted using the Company’s incremental borrowing rate of 18%.

 

Below is a summary of the activities related to lease liabilities for the following periods:

 

   Lease liability 
   $ 
Balance, June 30, 2022   122,282 
Interest   19,869 
Lease payments   (39,299)
Balance, June 30, 2023   102,852 
Interest   15,476 
Lease payments   (38,696)
Balance, June 30, 2024   79,632 
      
Current portion of lease liability   29,899 
Non-current lease liability   49,733 
Balance, June 30, 2024   79,632 

 

From July 1, 2024 to June 30, 2025, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes. From July 1, 2025 to the October 31, 2026 end of the lease, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes.

Page 16

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

9.Marketable securities and investments

 

The Company’s marketable securities consist of investments in public company shares. A breakdown of the shares held was as follows:

 

Traction Uranium Corp.

 

   Number of Shares   Fair Value 
       $ 
Balance, June 30, 2022   6,046,952    2,297,842 
Sale of shares   (2,418,781)   (919,137)
Loss on change in fair value   -    (108,845)
Balance, June 30, 2023   3,628,171    1,269,860 
Sale of shares   (907,043)   (317,465)
Loss on change in fair value   -    (761,916)
Balance, June 30, 2024   2,721,128    190,479 

 

SKRR Exploration Inc.

 

   Number of Shares   Fair Value 
       $ 
As at June 30, 2022   -    - 
Acquisition (Note 10)   1,000,000    225,000 
Loss on change in fair value   -    (50,000)
As at June 30, 2023   1,000,000    175,000 
Acquisition (Note 10)   605,000    78,650 
Loss on change in fair value   -    (93,150)
Balance, June 30, 2024   1,605,000    160,500 

 

During the year ended June 30, 2024, the Company received 605,000 (June 30, 2023 – 1,000,000) shares of SKRR Exploration Inc. with a fair value of $78,650 (June 30, 2023 - $225,000) as consideration for the sale of Clearwater West mineral property rights (Note 10).

 

During the year ended June 30, 2024, the Company sold 907,043 shares (2023 - 2,418,781 shares) for net proceeds of $341,452 (2023 - $1,015,127), resulting in realized gain on sale of $23,987 (2024 - $95,991 gain).

Page 17

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

9.Marketable securities and investments (continued)

 

Other investment

 

On May 29, 2023, the Company purchased a 3.125% undivided interest in a Cessna Citation CJ2+ from AirSprint Inc. for a total consideration of $217,672 ($160,000 USD); and a further $215,553 ($160,000 USD) was paid during the year ended June 30, 2024 for an additional 3.125% undivided interest. The undivided interest can be sold to a third party purchase at any time.

 

The consideration paid to purchase the interest was recorded as an investment.

Page 18

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims. The agreements, claims, and concessions held at each property are as at June 30, 2024:

 

(a)Clearwater West Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 3 claims (June 30, 2023 – 3 claims) at the Clearwater West property.

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 ($50,000 received).

 

ii.The issuance of 1,000,000 common shares of SKRR (received with a fair value of $225,000) (Note 9).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (received with a fair value of $78,650) (Note 9). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024 (received cash June 4, 2024).

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

Page 19

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

(a)Clearwater West Property, Saskatchewan, Canada (continued)

 

During the year ended June 30, 2023, the total consideration received of $275,000 was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $nil and the remainder of $180,513 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the year ended June 30, 2024, the total consideration received comprised $78,650 in SKRR shares, $39,500 in cash which were both offset against the capitalized exploration and evaluation expenditures, to reduce the $4,728 balance to $nil and the remainder of $113,422 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

(b)Patterson Lake North Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 51 claims (June 30, 2023 – 43 claims) at the Patterson Lake North property.

 

(c)Wales Lake Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 31 claims (June 30, 2023 – 31 claims) at the Wales Lake Property.

 

(d)Key Lake Area, Saskatchewan, Canada

 

The Company holds a 100% interest in 5 properties that comprise the Key Lake Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Bird Lake Property, 1 claim (June 30, 2023 – 1 claim)

 

(ii)Hobo Lake Property, nil claims (June 30, 2023– 37 claims)

 

(iii)Lazy Edward Bay Property, 11 claims (June 30, 2023 – 11 claims)

 

(iv)Seahorse Lake Property, 3 claims (June 30, 2023 – 3 claims)

 

(v)Grey Island, 22 claims (June 30, 2023 – 11 claims)

 

(vi)Henderson Lake, 1 claim (June 30, 2023 – nil claims)

Page 20

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

(e)Hobo Lake

 

On January 16, 2024, F4 Uranium Corp., a wholly owned subsidiary of the Company and CanAlaska Uranium Ltd. (“CanAlaska”) entered into a swap agreement, where the Company transferred all rights and interests in the Hobo Lake Property to CanAlaska, and CanAlaska transferred all rights and interests in the Patterson West Property to the Company (included in Patterson Lake North Property). The agreement was executed with no monetary consideration; instead, the exchange was based on equivalent values of the properties involved.

 

In exchange for the Hobo Lake Property, the Company received CanAlaska’s rights and title to their Patterson West claims, as well as a 2.5% net smelter royalty on the Hobo Lake Property of which 1% may be repurchased for $3,000,000. In exchange for the Patterson West Property, CanAlaska received the Company’s rights and title to their Hobo Lake Property claims, as well as a 2.5% net smelter royalty on the Patterson West property of which 1% may be repurchased for $3,000,000.

 

(f)Beaver River Property, Hearty Bay Property and Midas

 

The Company holds a 100% interest in 2 properties (2023 – 3 properties) that comprise the Beaverlodge/ Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Beaver River Property, 9 claims (June 30, 2023 – 14 claims)

 

(ii)Hearty Bay Property, 7 claims (June 30, 2023 – 7 claims)

 

(iii)Midas, nil claim (June 30, 2023 – 1 claim)

 

Based on the lack of planned expenditures on a certain claims, an impairment indicator was identified for the Midas property which includes its Thomson Lake and remaining North Shore claims. The Company wrote these claims down to $nil and recognized an impairment charge of $461,965 during the year ended June 30, 2023. During the year ended June 30, 2024, additional capitalized costs of $110,190 representing the carrying value of Hobo Lake was transferred to Patterson West as an acquisition cost.

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada

 

The Company holds a 100% interest in 29 claims (June 30, 2023 – 28 claims) in other uranium properties in and around the Northeast Athabasca Basin area.

 

Based on the lack of planned expenditures, an impairment indicator was identified for the Eagle property and recognized an impairment charge of $8,459 during the year ended June 30, 2023.

Page 21

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

Murphy Lake Option Agreement

 

On May 29, 2024, the Company entered into a definitive agreement with Canadian GoldCamps Corp. (“GoldCamps”), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company’s Murphy Lake Property.

 

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended June 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company on July 26, 2024 (unpaid). In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:

 

i.$150,000 on or before the date that is six (6) months after the July 26, 2024;

 

ii.$150,000 on or before the date that is twelve (12) months after the Initial July 26, 2024;

 

iii.$150,000 on or before the date that is eighteen (18) months after the July 26, 2024; and

 

iv.$150,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

 

i.total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the July 26, 2024; and

 

ii.additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

All expenditures required to be made by GoldCamps may either make the required expenditures or pay the Company in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to this option agreement.

 

In order to maintain the option agreement in good standing, GoldCamps shall, on or before the date that is ten (10) business days after the date that Canadian GoldCamps has completed one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date. All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four- month resale restriction imposed by applicable securities legislation. Failure to issue the common shares to F4 in accordance with the schedule will result in the termination of the Initial Option.

 

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

Page 22

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

Murphy Lake Option Agreement (continued)

 

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

 

i.pay $250,000 on or before the date that is thirty (30) months after the July 26, 2024;

 

ii.pay $250,000 on or before the date that is thirty-six (36) months after July 26, 2024; and

 

iii.incur additional expenditures of $8,000,000 on or before the date that is thirty-six (36) months after the July 26, 2024.

 

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter royalty (“NSR Royalty”), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (“Traction”) whereby Traction has the opportunity to acquire up to a 70% interest in two properties controlled by the Company: the Hearty Bay Project and the Lazy Edward Bay Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Hearty Bay Option Agreement (the “Hearty Bay Agreement”), the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period ($150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

Page 23

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

Traction Uranium Corp. Option Agreements (continued)

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. As at June 30, 2023, the Company had incurred the $1,000,000 in eligible expenditures. During the year ended June 30, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at June 30, 2024, the Company incurred $1,660,974 in eligible expenditures and has a commitment to spend the remaining $339,026. For the year ended June 30, 2024, the amount is included in accounts payable.

 

Subsequent to June 30, 2024, on July 15, 2024, the Company returned the remaining $339,026 commitment to Traction due to unfavorable weather conditions that impeded the completion of exploration work.

 

During the year ended June 30, 2024, $479,881 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss relating to the Hearty Bay Property.

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter return royalty (“NSR”) on the property.

 

During the year ended June 30, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $Nil (2023 - $nil).

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i)Pay cash payments to the Company of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

 

ii)Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

Page 24

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

Traction Uranium Corp. Option Agreements (continued)

 

Lazy Edward Project (continued)

 

iii)Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. As at June 30, 2022, the Company incurred $1,406,344 in eligible expenditures and the remaining balance of $93,656 was incurred during the year ended June 30, 2023.

 

The Company will retain a 2.0% NSR on the property.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

Page 25

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

As at June 30, 2024

 

   Clearwater   Patterson       Beaverlodge /   North East     
   West   Lake North   Key Lake   Uranium City   Athabasca     
   Property   Property   Area   Area   Basin Area   Total 
   $   $   $   $   $   $ 
Acquisition costs                              
Balance, beginning of year   -    52,543    53,961    38,017    15,574    160,095 
Additions   -    -    -    -    -    - 
Balance, end of year   -    52,543    53,961    38,017    15,574    160,095 
Exploration costs                              
Balance, beginning of year   -    22,636,476    1,387,203    594,111    4,984,220    29,602,010 
Incurred during the year                              
Drilling   3,528    26,919,870    4,912    604,537    6,054    27,538,901 
Camp costs and exploration costs   -    2,550,437    -    65,000    236    2,615,673 
Geological costs   -    4,728    -    126,759    163    131,650 
Geophysics costs   510    2,416,904    1,105    179,155    18,703    2,616,377 
Land retention and permitting   690    10,345    32,484    1,434    9,495    54,448 
Reporting and survey   -    64,858    31,206    10,667    32,330    139,061 
Additions   4,728    31,967,142    69,707    987,552    66,981    33,096,110 
Property swap   -    110,190    (110,190)   -    -    - 
Recovery of costs   (4,728)   -    -    (1,331,093)   (100,000)   (1,435,821)
Balance, end of year   -    54,713,808    1,346,720    250,570    4,951,201    61,262,299 
Reclassified to assets held for distribution        (1,292,206)   (1,400,681)   (288,587)   (4,966,775)   (7,948,249)
Total   -    53,474,145    -    -    -    53,474,145 

Page 26

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

10.Exploration and evaluation assets (continued)

 

As at June 30, 2023

 

   Clearwater
West
   Patterson
Lake North
   Wales Lake   Key Lake   Beaverlodge /
Uranium City
   North East
Athabasca
     
   Property   Property   Property   Area   Area   Basin Area   Total 
   $   $   $   $   $   $   $ 
Acquisition costs                            
Balance, beginning of year   -    13,472    29,947    53,534    36,545    15,574    149,072 
Additions   -    76    9,048    427    1,472    -    11,023 
Balance, end of year   -    13,548    38,995    53,961    38,017    15,574    160,095 
Exploration costs                                   
Balance, beginning of year   93,228    9,457,727    1,208,908    955,235    698,452    1,900,769    14,314,319 
Incurred during the year                                   
Drilling   616    10,977,100    -    32,194    443,178    2,721,321    14,174,409 
Camp costs and exploration costs   -    864,987    -    -    28,000    271,228    1,164,215 
Geological costs   -    15,119    -    -    79,816    4,968    99,903 
Geophysics costs   -    77,321    -    377,012    1,368    82,236    537,937 
Land retention and permitting   487    7,926    7,152    5,240    3,695    1,383    25,883 
Reporting and survey   156    17,767    -    12,893    1,567    10,668    43,051 
General   -    -    2,469    4,629         106    7,204 
Additions   1,259    11,960,220    9,621    431,968    557,624    3,091,910    16,052,602 
Recovery of costs   (94,487)   -    -    -    (200,000)   -    (294,487)
Impairment of costs   -    -    -    -    (461,965)   (8,459)   (470,424)
Balance, end of year   -    21,417,947    1,218,529    1,387,203    594,111    4,984,220    29,602,010 
Total   -    21,431,495    1,257,524    1,441,164    632,128    4,999,794    29,762,105 

Page 27

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

11.Convertible debt

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture financing (the “Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865 (Note 13).

 

The following table summarizes the accounting for the convertible note during the year ended June 30, 2024:

 

   Liability
Component
   Equity
Component
 
   $   $ 
Balance – June 30, 2023 and 2022   -    - 
Initial recognition   10,495,578    3,755,057 
Deferred income tax effect   -    (1,013,865)
Accretion   1,361,197    - 
Interest   (946,500)   - 
Balance – June 30, 2024   10,910,275    2,741,192 

 

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a 18% discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component, less deferred income tax adjustments.

Page 28

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

12.Flow-though share premium liability

 

A summary of the changes in the Company’s flow-though share premium liability is as follows:

 

Flow-Through Share Premium Liability  June 30, 2024   June 30, 2023 
   $   $ 
Opening balance   2,415,671    376,776 
Flow-through share premium on issuance of flow-through common share units   1,474,214    5,780,547 
Settlement of flow-through share premium liability on expenditures incurred   (3,152,904)   (3,741,652)
Ending balance   736,981    2,415,671 

 

13.Share Capital and other capital reserves

 

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

 

(a)Share issuances

 

For the year ended June 30, 2024

 

On May 30, 2024, the Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $733,415 in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $8,349,415 was recorded in share capital in relation to the common shares and $1,725,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%. A total of $132,340 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,474,214 was attributed to the flow-through premium liability (Note 12).

Page 29

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

13.Share capital and other capital reserves (continued)

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $152,000 was recorded as share issuance costs using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%.

 

November 27, 2023

 

On November 27, 2023, the Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement with Denison Mines Corp. (Note 11).

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,164,830 in finders fees and share issuance costs in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025. The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.285%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $15,793,000 was recorded in share capital in relation to the common shares and $4,207,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. A total of $245,022 was reclassified from unit issuance costs to reserves for the proportionate share of warrants in the units issued.

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $Nil was attributed to the flow-through premium liability (Note 12).

Page 30

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

13.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

For the year ended June 30, 2023 May 26, 2023

 

On May 26, 2023, the Company closed a private placement for gross proceeds of $12,000,000 comprising:

 

4,255,319 flow-through units of the Company at a price of $0.47 per FT Unit for gross proceeds of $2,000,000 from the sale of FT Units; and

 

21,276,596 FT Units to be sold to charitable buyers at a price of $0.47 for gross proceeds of $10,000,000 from the sale of Charity FT Units.

 

Each FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.47 at any time on or before May 26, 2026. The Company paid cash finders’ fees of $712,500 and incurred $117,307 of expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,515,957 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.35 at any time on or before May 26, 2025.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $10,187,000 was recorded in share capital in relation to the common shares and $1,813,000 was recorded in other capital reserves in relation to the warrants.

Page 31

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

13.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

May 26, 2023 (continued)

 

The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 109.13%; risk-free interest rate of 3.94%; expected life of 3 years; and a dividend rate of 0%. A total of $125,322 was reclassified from unit issuance costs to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $2,923,404 was attributed to the flow-through premium liability in connection with the flow-through and charity flow-through shares (Note 12).

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $245,000 was recorded as share issuance costs using the following assumptions: a volatility of 116%; risk-free interest rate of 4.20%; expected life of 2 years; and a dividend rate of 0%.

 

December 21, 2022

 

The Company closed a private placement for gross proceeds of $8,000,000, comprising 19,047,619 flow-through shares of the Company at a price of $0.42 per share.

 

The Company paid a cash finders’ fee of $450,000 and incurred $169,024 in expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,071,427 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.42 per share at any time on or before December 21, 2024. The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $137,000 was recorded as share issuance cost using the following assumptions: a volatility of 110.80%; risk-free interest rate of 3.65%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $2,857,143 was attributed to the flow-through premium liability in connection with the flow-through shares (Note 12).

 

Exercise of warrants and options

 

During the year ended June 30, 2024, the Company issued 41,493,674 common shares for the exercise of warrants at prices ranging from $0.13 to $0.26 per share for gross proceeds of $9,181,616. The $26,000 in subscriptions receivable at June 30, 2023 was received during the current year in connection to the exercised warrants. The fair value of warrants exercised, $3,329,459 was reclassified to share capital from reserves.

 

During the year ended June 30, 2024, the Company issued 8,849,496 common shares for the exercise of options at prices ranging from $0.12 to $0.33 per share for gross proceeds of $1,399,737. The fair value of options exercised, $1,211,818 was reclassified to share capital from reserves.

Page 32

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

13.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

Exercise of warrants and options

 

During the year ended June 30, 2023, the Company issued 30,272,545 common shares for the exercise of warrants at prices ranging from $0.06 to $0.26 per share for gross proceeds of $5,636,044. The fair value of warrants exercised, $1,837,470 was reclassified to share capital from reserves.

 

During the year ended June 30, 2023, the Company issued 5,439,977 common shares for the exercise of options at prices ranging from $0.12 to $0.20 per share for gross proceeds of $787,963. The fair value of options exercised, $594,757 was reclassified to share capital from reserves.

 

(b)Stock options and warrants

 

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company’s closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

 

Stock option and warrant transactions are summarized as follows:

 

   Stock options   Warrants 
   Number
outstanding
   Weighted
average
exercise price
   Number
outstanding
   Weighted
average
exercise price
 
       $       $ 
Balance, June 30, 2022   23,815,833    0.15    73,758,788    0.21 
Granted   12,400,000    0.28    15,353,342    0.45 
Expired, cancelled or forfeited   (880,000)   0.16    (657,500)   0.12 
Exercised   (5,439,977)   0.14    (30,272,545)   0.19 
Balance, June 30, 2023   29,895,856    0.26    58,182,085    0.36 
Granted   22,765,000    0.43    32,744,406    0.51 
Expired, cancelled or forfeited   (1,038,067)   0.13    (1,380,078)   0.25 
Exercised   (8,849,496)   0.17    (41,493,674)   0.22 
Net settlement   (324,652)   0.16    -    - 
Re-administered   405,900    0.12    45,009    0.21 
Balance, June 30, 2024   42,854,541    0.33    48,097,748    0.49 

Page 33

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

13.Share capital and other capital reserves (continued)

 

(b)Stock options and warrants (continued)

 

As at June 30, 2024, stock options and warrants were outstanding as follows:

 

Stock Options            
Number
outstanding
   Exercise
price
   Number of
vested options
   Expiry date
    $        
 600,000    0.19    600,000   October 18, 2024*
 3,833,333    0.12    3,833,333   September 2, 2026
 3,816,667    0.16    3,816,667   October 12, 2026
 600,000    0.19    600,000   October 18, 2026
 3,473,333    0.20    3,473,333   March 8, 2027
 7,766,208    0.33    5,099,541   April 6, 2028
 12,765,000    0.41    6,382,500   December 15, 2028
 10,000,000    0.45    3,333,333   January 12, 2029
 42,854,541         27,138,707    

 

*Expired unexercised.

 

The weighted average remaining life of the stock options is 3.72 years.

 

Warrants            
Number
outstanding
   Exercise
price
   Number of
vested warrants
   Expiry date
    $        
 1,071,427    0.42    1,071,427   December 21, 2024
 1,515,957    0.35    1,515,957   May 26, 2025
 20,618,556    0.485    20,618,556   September 12, 2025
 2,239,690    0.485    2,239,690   September 12, 2025
 12,765,958    0.47    12,765,958   May 26, 2026
 8,928,571    0.56    8,928,571   May 30, 2026
 957,589    0.56    957,589   May 30, 2026
 48,097,748         48,097,748    

 

The weighted average remaining life of the warrants is 1.51 years.

Page 34

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

13.Share capital and other capital reserves (continued)

 

(c)Share-based compensation

 

All options are recorded at fair value using the Black-Scholes option pricing model. During the year ended June 30, 2024, the Company granted 22,765,000 stock options (June 30, 2023 – 12,400,000 stock options). Pursuant to the vesting schedule of options granted, during the year ended June 30, 2024 share-based compensation of $6,293,275 (June 30, 2023 – $2,090,955) was recognized in the consolidated statement of loss and comprehensive loss. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

   June 30,
2024
  June 30,
2023
Risk-free rate  3.57%  2.44%
Expected life  5  5
Expected volatility  102.10%  111.41%
FV granted price  $0.34  $0.23

 

(d)Restricted stock units

 

The Company has adopted a restricted share unit plan (the “RSU Plan”), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 41,103,400 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

 

On December 12, 2022, the Company granted 30,127,618 RSUs to directors, officers, consultants and employees of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on January 1, 2023, January 1, 2024 and January 1, 2025. The fair value of these RSUs was determined to be $7,983,819 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 12, 2022, the Company granted 65,000 RSUs to a consultant of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in two one-half tranches on January 1, 2023 and May 1 2023. The fair value of these RSUs was determined to be $17,225 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On January 23, 2023, the Company granted 150,000 RSUs to an advisor of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 1, 2023, July 1, 2024 and July 1, 2025. The fair value of these RSUs was determined to be $48,750 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

Page 35

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

13.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

On July 24, 2023, the Company granted 1,000,000 RSUs to a key employee. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 27, 2024, January 27, 2025 and July 27, 2026. The fair value of these RSUs was determined to be $365,000 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 15, 2023, the Company granted 12,590,000 RSUs to officers, directors, employees and consultants. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on December 15, 2024, December 15, 2025 and December 15, 2026. The fair value of these RSUs was determined to be $5,665,500 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

Pursuant to the vesting schedule of RSUs granted during the year ended June 30, 2024 share-based compensation of $4,189,599 (June 30, 2023 - $4,786,413) was recognized in the consolidated statement of loss and comprehensive loss.

 

The continuity of RSUs are summarized below:

 

   Number of RSUs 
Balance as at June 30, 2022   - 
RSUs granted   30,342,618 
Converted to shares   (4,465,833)
Cancelled   (1,633,334)
Balance as at June 30, 2023   24,243,451 
RSUs granted   13,590,000 
Converted to shares   (2,250,692)
Cancelled   (2,380,382)
Balance as at June 30, 2024   33,202,377 

 

As at June 30, 2024, there were 9,448,171 (June 30, 2023 – 5,541,706) RSUs vested and pending issuance. During the year ended June 30, 2024, 2,250,692 (June 30, 2023 – 4,465,833) common shares were issued for the conversion of RSUs and $599,477 (June 30, 2023 - $1,183,446) was transferred from reserves to share capital.

Page 36

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

14.Supplemental disclosure with respect to cash flows

 

   2024   2023 
   $   $ 
Cash   33,547,475    17,665,999 
Cash equivalents   69,000    57,500 
    33,616,475    17,723,499 

 

There were no cash payments for income taxes during the years ended June 30, 2024 and 2023. During the year ended June 30, 2024, the Company received $1,788,095 (June 30, 2023 - $423,448) in interest income.

 

Significant non-cash transactions for the year ended June 30, 2024 included:

 

(a)The Company received 605,000 common shares from SKRR Exploration Inc. valued at $78,650 pursuant to the amended mineral option agreement with the Company for up to a 70% interest in the Clearwater West claims.

 

(b)The Company transferred $1,474,214 from share capital to flow-through share premium liability in connection with the issuance of flow-through shares.

 

(c)Reallocation of $5,932,000 out of the total the proceeds received for the private placements to reserves as the value of the warrants issued in connection with the private placements.

 

(d)Incurred $2,703,026 of exploration and evaluation related expenditures through accounts payable and accrued liabilities.

 

(e)Reallocation of $4,541,277 of exercised warrants and options from reserves to share capital.

 

(f)Reallocation of $3,755,057 from the liability component, of which $2,741,192 was allocated to the equity component of the convertible debt and $1,013,865 was allocated to deferred tax liability.

 

(g)The Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement.

 

(h)Reallocation of $599,477 of redeemed RSUs from reserves to share capital.

 

(i)Fair value of issued brokers’ warrants of $647,000.

 

(j)Mineral exploration commitment to incur $339,026 for the Hearty Bay property, respectively, pursuant to option agreement.

 

(k)Exploration advances of $1,181,093 were recognized as a recovery in exploration and evaluation assets.

 

(l)Reclassified $7,948,249 in exploration and evaluation assets to assets held for distribution.

 

(m)Recorded $112,500 in interest payable on the convertible debt which was included in accounts payable as at June 30, 2024.

Page 37

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

14.Supplemental disclosure with respect to cash flows (continued)

 

Significant non-cash transactions for the year ended June 30, 2023 included:

 

(a)The Company received 1,000,000 common shares from SKRR Exploration Inc. valued at $225,000 pursuant to the mineral option agreement with the Company for up to 70% interest in the Clearwater West claims.

 

(b)The Company transferred $5,780,547 from share capital to flow-through share premium liability in connection with the issuance of flow-through shares.

 

(c)Reallocation of $1,813,000 out of the total the proceeds received for the private placements to reserves as the value of the warrants issued in connection with the private placements.

 

(d)Reallocation of $125,322 of share issuance costs to reserves in connection with the private placements.

 

(e)Incurred $1,488,874 of exploration and evaluation related expenditures through accounts payable and accrued liabilities.

 

(f)Reallocation of $2,432,227 of exercised warrants and options from reserves to share capital.

 

(g)Reallocation of $1,183,446 of redeemed RSUs from reserves to share capital.

 

(h)Fair value of issued brokers’ warrants of $382,000.

Page 38

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

15.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel.

 

   June 30,   June 30, 
   2024   2023 
   $   $ 
Compensation costs          
           
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel   2,482,883    1,094,968 
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel   6,682,178    4,375,167 
    9,165,061    5,470,135 
           
Exploration and evaluation expenditures   913,750    600,529 
Total   10,078,811    6,070,664 

 

Included in accounts payable at June 30, 2024 is $85,398 (June 30, 2023 - $59,091) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $719,048 (June 30, 2023 – $Nil) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

These transactions were in the normal course of operations.

 

16.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at June 30, 2024 and June 30, 2023, all of the Company’s assets were in Canada.

Page 39

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

17.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares, stock options, RSUs and warrants.

 

Changes in the equity accounts of the Company are disclosed in the consolidated statements of shareholders equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or debt or dispose of assets. The issuance of common shares or issuance of debt requires approval of the Board of Directors. The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions. The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

18.Financial instruments and risk management

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, deposits, investments, accounts payable and accrued liabilities, and convertible debt. Cash and cash equivalents and deposits are measured at amortized cost, and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying value is considered to be a reasonable approximation of fair value due to the short-term nature. For the convertible debt, the fair value approximates the carrying value due to the market rate of interest used by the Company.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

Page 40

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

18.Financial instruments and risk management (continued)

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at June 30, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities, convertible debt and lease liability. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the

 

Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

   Maturity  June 30,   June 30 
   Dates  2024   2023 
      $   $ 
Accounts payable and accrued liabilities  < 12 months   3,248,073    1,715,361 
C onvertibe debt  > 12 months   10,910,275    - 

Page 41

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

18.Financial instruments and risk management (continued)

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As of June 30, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(d)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(e)Commodity price risk

 

The Company is still in the exploration stage, and therefore commodity prices are not reflected in operating financial results. However, fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration activities.

 

19.Commitments

 

During the year ended June 30, 2024, the Company entered into various consulting agreements with consultants and officers to provide various services. In the event of termination without cause or a change of control, the Company is committed to paying severance. This severance ranges from six months of consulting fees, with an additional one month of fees for each twelve months of service to three years of fees (the “Severance Period”). In the event there is a change in control and these individuals are terminated within the Severance Period, the Company will be liable to cover $4,137,000 in termination fees.

Page 42

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

20.Income Taxes

 

A reconciliation of current income taxes at statutory rates of 27% (2023: 27%) with the reported taxes is as follows:

 

   2024   2023 
   $   $ 
Loss before income taxes   (15,326,273)   (8,215,660)
Expected income tax expense (recovery)   (4,138,000)   (2,218,000)
Permanent differences   2,094,000    878,000 
True up   (767,000)   1,587,000 
Change in tax impact on unrecognized temporary differences   9,213,000    1,713,000 
Total income tax expense   6,402,000    1,960,000 
Income tax expense included in equity   (1,013,865)   - 
Income tax expense to the statement of loss and comprehensive loss   5,388,135    1,960,000 

 

Significant components of the Company’s consolidated deferred income tax assets (liabilities) are as follows:

 

Deferred tax asset (liability)  2024   2023 
   $   $ 
Exploration and evaluation assets   (12,618,000)   (3,962,000)
Property and equipment   24,000    29,000 
Right-of-use assets   (17,000)   (24,000)
Lease liability   21,000    28,000 
Share issuance costs   831,000    432,000 
Marketable securities   344,000    252,000 
Non-capital losses   4,157,000    1,944,000 
Allowable capital losses   -    298,000 
Convertible debt   (1,104,000)   - 
Unrecognized deferred tax assets   -    (957,000)
Net deferred tax liabilities recognized   (8,362,000)   (1,960,000)

 

The significant components of the Company’s unrecognized deductible temporary differences and unused tax losses are as follows:

 

   2024   Expiry
date
  2023   Expiry
date
   $      $    
Capital losses   2,635,000   None   2,206,000   None
Property and equipment   17,000   None   17,000   None
Exploration and evaluation assets   3,228,000   None   3,228,000   None
Total unrecognized deductible temporary differences and taxes losses   5,880,000       5,451,000    

 

Tax attributes are subject to review, and potential adjustment, by tax authorities.

Page 43

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2024 and 2023
(Expressed in Canadian dollars)

 

21.Subsequent events

 

Closing of the Plan of Arrangement

 

Subsequent to June 30, 2024, on August 15, 2024, the Company completed a Plan of Arrangement under the provision of the Canada Business Corporations Act pursuant to which certain exploration assets of the Properties were spun-out to F4.

 

Pursuant to the terms of the Plan of Arrangement, the Company transferred the Properties to F4 in exchange for shares of F4. The Company’s shareholders received F4 shares on the basis of one F4 share for every 10 common shares of the Company held at the record date of the Plan of Arrangement. There was no change in shareholder holdings of the Company as a result of the Plan of Arrangement.

 

Investment into F4 Uranium Corp.

 

The Company purchased 6,250,000 shares of F4 on October 11, 2024, in the amount of $937,500 through a private placement.

 

Settlement of Accrued Denison Interest

 

The Company settled $112,500 of accrued Denison interest payable on July 24, 2024, through the issuance of 316,901 shares of the Company.

 

Other Investment

 

On August 19, 2024, the Company sold its 3.125% interest in the Cessna Citation CJ2+ for net proceeds of $196,678 CAD ($144,637 USD), plus $71,059 CAD in refunded overhead fees.

Page 44

 

 

Exhibit 99.23

 

(F3 URANIUM LOGO)

 

 

 

 

 

Management’s Discussion & Analysis

 

F3 Uranium Corp.

 

For the Year Ended

 

June 30, 2024

 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of October 28, 2024, should be read in conjunction with the audited consolidated financials for the same year along with the accompanying notes of F3 Uranium Corp. (the “Company”).

 

The Company’s consolidated financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board (“IASB”) as at June 30, 2024.

 

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com. Further information including news releases and property maps are available on the Company’s website at www.fission3corp.com, or by requesting further information from the Company’s head office located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., Vice President Exploration of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host high grade uranium. The preference is to evaluate early-stage properties with the potential to host high grade uranium at shallow depths and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means.

 

The Company has approximately 211,384 ha of exploration properties with uranium potential in Saskatchewan and Alberta in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FISOF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Corporate goals

 

Overall

 

The Company’s goals are to discover an economic uranium deposit through exploration and to develop it. In addition, the Company will use its award-winning technical team to continually identify, evaluate and stake mineral claims in the Athabasca Basin that are prospective for high-grade uranium for exploration at a later stage. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Fission Uranium’s shallow, high-grade uranium discovery at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radon surveys, underwater spectrometer analysis and radiometric airborne surveys; the same technology used to identify the high-grade boulder field at PLS.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Spin-out of F3 Uranium Corp.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 39,946 hectares, will remain with F3. It is expected that the Spin-Out will be affected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act.

 

Subsequently, On August 15, 2024, F3 completed the Spin-Out of F4 Uranium Corp.

 

Summary of significant accomplishments and corporate developments for the year ended June 30, 2024

 

A new uranium discovery at the PLN Property, named the JR Zone, was made in the second drill hole of the fall program. PLN22-035 is a 730 m step-out from a weakly mineralized drillhole, PLN14-019, drilled in 2014. Uranium assay results from the discovery hole PLN22-035 at PLN, returned one continuous 15.0 m interval averaging 6.97% U3O8 including a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

Page | 2

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at June 30, 2024 is shown below. This table excludes the 37 claims at Hobo Lake (which also included Karpinka Lake, and Millson Lake) were exchanged for another set of claims on January 22, 2024. In addition, the carrying values of all properties except for Patterson Lake North, Broach, Minto, Smart Lake and Todd were reclassified as assets held for distribution at June 30, 2024. See Note 10 of the year ended June 30, 2024 financial statements, and further discussion below.

 

Property  Location  Ownership  Claims  Hectares  Stage  Carrying value
PLS Area                  
Clearwater West  Athabasca Basin Region, SK  100%  3  11,786  3  -
Patterson Lake North  Athabasca Basin Region, SK  100%  2  4,074  3  53,334,672
Broach  Athabasca Basin Region, SK  100%  17  19,023  3  112,090
Minto  Athabasca Basin Region, SK  100%  23  19,864  3  863
Wales Lake  Athabasca Basin Region, SK  100%  31  42,134  3  -
Smart Lake  Athabasca Basin Region, SK  100%  3  1,870  1  1,013
Todd  Athabasca Basin Region, SK  100%  4  9,704  2  25,507
James Creek  Athabasca Basin Region, SK  100%  2  1,089  1  -
Total: PLS Area        85  109,544     53,474,145
                   
Key Lake Area                  
Bird Lake  Athabasca Basin Region, SK  100%  1  1,803  2  -
Grey Island  Athabasca Basin Region, SK  100%  22  47,912  1  -
Lazy Edward Bay  Athabasca Basin Region, SK  100%  11  1,828  3  -
Seahorse Lake  Athabasca Basin Region, SK  100%  3  7,519  2  -
Henderson Lake  Athabasca Basin Region, SK  100%  1  1,427  1  -
Total: Key Lake Area        38  60,489     -
                   
Beaverlodge/Uranium City Area                  
Beaver River  Athabasca Basin Region, SK  100%  9  7,599  2  -
Hearty Bay  Athabasca Basin Region, SK  100%  7  11,173  3  -
Total: Beaverlodge/Uranium City Area        16  18,772  -   
                   
Northeast Athabasca Basin Area                  
Bell Lake  Athabasca Basin Region, SK  100%  1  2,225  1  -
Cree Bay  Athabasca Basin Region, SK  100%  16  14,080  3  -
Flowerdew Lake  Athabasca Basin Region, SK  100%  4  5,664  1  -
Murphy Lake  Athabasca Basin Region, SK  100%  8  609  3  -
Total: Northeast Athabasca Basin Area        29  22,578     -
                   
Totals        168  211,383     53,474,145

 

Exploration Stage:

 

1.Prospecting

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling,

 

3.Drilling

 

Within the Athabasca Basin Region, the Company’s properties are all located in areas that are prospective for near surface uranium mineralization in both basement and unconformity hosted models. The emphasis for land selection has been on identifying shallow hosted mineralization potential in conjunction with underlying structural and alteration features associated with appropriate lithologic units, with a focus on being near historic mining districts (such as Beaverlodge / Uranium City in north-western Athabasca Basin region and Key Lake area in the eastern Athabasca Basin region) or emerging major mining districts (such as the south-western Athabasca Basin region). As such, property locations tend to be proximal to the Athabasca Basin margins. Three geographic areas represent a key focus area and these include:

 

1.PLS Area: Includes 109,544 ha in eight properties.

 

2.Key Lake Area: Includes 60,489 ha in five properties.

 

3.Beaverlodge/Uranium City Area: Includes 18,772 ha in two properties.

Page | 3

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

There are four other highly prospective properties within the Athabasca Basin Region in Saskatchewan which fall outside these three geographical areas, all situated in geologically attractive settings that indicate the potential to host uranium mineralization.

 

PLS Area, Canada

 

The PLS area has been the focus of two of the most significant, recently discovered deposits in the Athabasca Basin; Fission Uranium’s Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The PLS Area portfolio consists of 85 claims and 109,544 ha on eight properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Fission Uranium’s Triple R deposit.

 

Recent developments on the PLS Area properties include:

 

Clearwater West Property

 

The Clearwater West property (CWW) encompasses 3 contiguous claims covering 11,786 ha. The uranium mineralization model that is envisioned for the CWW property is analogous to the structurally controlled Athabasca Basin unconformity deposits. These deposits are generally associated with hydrothermally altered, structurally controlled metasedimentary lithology, which appears as magnetic lows on geophysical surveys.

 

Between 2013 and 2015 various airborne and ground geophysics programs were conducted to investigate and evaluate the subsurface properties. The goal was to assist in assessing exploration potential and identifying drill targets. In 2013, a high-resolution magnetic and radiometric airborne survey was completed over the entire property. In 2014, an airborne VTEM magnetic and electromagnetic (EM) geophysical survey identified several EM conductors on the property’s east side. These may represent on-strike continuation of the EM conductors seen on the PLS property immediately to the north. In 2015, a DC resistivity and EM ground geophysical survey prioritized drill locations over eight separate EM conductors.

 

In 2015, a three-hole drill program spanning 534 m was completed. Drilling intersected wide intervals of hydrothermal alteration and structural features and locally narrow anomalous radioactivity, with a peak of 2,333 cps over 0.1 m (measured from a down-hole gamma probe).

 

In May 2023 an option agreement was entered into with SKRR Exploration Inc. respecting an option for SKRR to acquire up to a 70% interest in the property.

 

In July 2024 F4 conducted a 6-hole 1,317.8 m diamond drill program as operator in the property option agreement with SKRR Exploration Inc. The drilling targeted re-interpreted airborne VTEM anomalies and results of historic drilling by F3 Uranium Corp. Three of the F4 holes intersected graphitic and sulphidic fault breccias over significant widths, with DDH CWW24-009 returning anomalous radioactivity with a maximum of 410 cps between 152.5 m – 153.0 m and 159.5 m – 160.0 m depth.

 

Patterson Lake North (PLN) Property

 

The PLN property consists of 51 claims covering 4,074 ha and is located 17 km to the north of Fission Uranium’s PLS high-grade Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

 

A summary of exploration activity on the PLN property is as follows:

 

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

Page | 4

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization. In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor. Previous drilling in 2014, including hole PLN14-019 (6.0 m @ 0.012% U3O8), indicated the conductive corridor to be prospective for mineralization. All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

 

The fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

Page | 5

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

This drilling program, spanning 7,575 m expanded the known length of the JR Zone to 105 m.

 

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

 

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

 

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra-high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of 10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra-high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up-dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity. PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade

 

0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

 

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 first confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandsone immediately above the JR Zone, 3.5 km away. Hole PLN23-095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093. PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

 

By September 19, 2023 the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the SE than the previously defined historical A1 and parallel and offset B1 conductors. Final interpreted results are pending.

 

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023 and results are pending processing and interpretation by Geotexera Inc.

 

The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101. PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

Page | 6

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23-101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

 

The fall 2023 drill program concluded on December 11, 2023 with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

 

The winter drill program ran between January – April 2024 and totaled 30 diamond drillholes for a total drill meterage of 12,100 m. The JR Zone continued to deliver high-grade intercepts including PLN23-137 with 18.5 m of anomalous radioactivity including a 1.25m intersection of composite off-scale (> 65,535 cps) mineralization. Considerable undrilled gaps remain open for exploration along the A1 main shear. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the developemnt of the Athabasca Basin.

 

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. Interpreted results of this survey are pending.

 

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, was completed in the early summer of 2024. A total of 11,408 stations were measured within the PLN claims. Final interpretation is pending.

 

A summer drill program is ongoing along the A1 & B1 shear zones. As of October 20, 2024 a total of 19,401.4 m had been drilled in 42 completed diamond drill holes and 53 completed sonic pre-casings. Highlights included a drill-confirmed extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-116 which returned 12.0 m of 7.6% U3O8, including a high grade 8.0 m interval averaging 11.2% U3O8. Also hole PLN24-137 which returned 15.0 m of 3.2% U3O8, including a high grade 2.5 m interval averaging 18.6% U3O8, further including the ultra-high grade core with 1.5 m of 30.3% U3O8. Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8 and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m

Page | 7

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Broach Property

 

The Broach Property comprises 17 claims totaling 19,023 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

 

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Fission Uranium’s Triple R deposit and NexGen’s Arrow Deposit.

 

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

 

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

 

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected ’sandstone chimney’ alteration that was indicated by the

 

Broach Property (continued)

 

ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first

 

two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

 

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

 

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 12,710 stations were measured within the Broach claims. Final interpretation is pending.

 

A summer 2024 drill program targeting the A1 and B1 shear zones at PLN is ongoing and one hole, PLN24-182, was drilled within the Broach claims, targeting an interpreted extension of the B1 shear to the southeast.

Page | 8

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Minto Property

 

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

 

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong ‘late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

A single test line of ground magneto-tellurics (MT) was completed over the ‘N’ conductor in October 2013.

 

During winter-spring 2014 surveys in the A4 Extension area and the ‘N’ conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted in order to define drill targets.

 

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the ‘N’ conductor target. A total of 1,157 m was drilled. The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 1,748 stations were measured within the Minto claims. Final interpretation is pending.

 

Smart Lake Property

 

The Smart Lake Property consists of 3 claims covering 1,870 ha. It is approximately 25 km northwest of, and roughly on trend with, the recently discovered PLN JR Uranium Zone. There is no recorded historic groundwork within the property claims, but nearby historic drilling indicates a bedrock unconformity depth in the range of 250 m.

Page | 9

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Wales Lake Property

 

The Wales Lake Property consists of 31 claims in a single geographic block totaling 42,134 ha. It is located outside the margin of the southwest Athabasca Basin. The Wales Lake claims are situated approximately 25 km to the south and west of Fission Uranium’s flagship Triple R uranium deposit and occupies the same stratigraphic position within the Clearwater Domain. The Wales Lake project represents relatively shallow depth target areas outside of the margin of the Athabasca Basin.

 

In summer 2017, the Company contracted Geotech Ltd. to use their helicopter-borne VTEM system to survey a total of 1,546 line-km at 200 m line-spacing over the Wales Lake claims within Blocks A & C.

 

A ground geophysical small moving loop electromagnetic survey was conducted by Discovery Geophysics Inc., in November 2018 within the Block C area. Nine grid lines were surveyed for a total of 21.5 km. Survey lines targeted prospective anomalies interpreted from the 2017 airborne VTEM survey. As a result of analysis of both surveys, a claim of 5,547 ha was staked in December 2018 to capture prospective ground on the southwest corner of Block C.

 

In December 2018, follow-up drilling within Block C targeted anomalies as interpreted from the ground electromagnetic survey. The drilling resulted in two completed holes totaling 586 m. The intersected lithologies were gneissic with intervals of moderate to strong hematite and chlorite alteration. Hole WL18-002 encountered a 0.5 m interval of anomalous radioactivity associated with a pegmatite vein.

 

In June 2019 a small moving loop TEM survey was conducted over a distance of 3.2 km on a single line in the northwest claim block (Block A). The purpose was to better delineate VTEM conductors.

 

Subsequently in July and August 2019 a VTEM survey was flown over two distinct claim blocks, B and C, covering a total area of 1,096 km. The survey successfully identified several conductive packages. Ground follow-up is necessary for complex conductors and P-type responses to establish drill targets.

 

Todd Property

 

The Todd Property encompasses 4 claims covering 9,704 ha. Its eastern boundary aligns with the Fission Uranium Corp.’s PLS Property, which hosts the Triple R uranium deposit. Like the PLS Property, the Todd Property lies outside the Athabasca Basin’s sediment cover. Most of the Property overlies granites of the Clearwater Domain and high metamorphic grade orthogneisses of the Lloyd Domain.

 

Historically, minimal exploration work was conducted until 2013. During this year, Dale Resources Corp. (DRC) and Aldrin Resources Corp. (ARC) flew a high-resolution magnetic and electromagnetic (VTEM) airborne survey. This was done in tandem with an airborne spectrometer survey. Five areas within the Todd Property boundaries were selected for ground follow-up due to their anomalous uranium (ppm) values. It remains unclear whether any subsequent groundwork was carried out.

 

In 2016, DRC/ARC flew an airborne audio frequency electromagnetic (AFMAG ZTEM) survey over the south half of the Property. The interpretation of this survey revealed two zones indicating deep basement conductors extending into the sedimentary sections. Both zones are flanked by basement uplift and structure, as inferred from airborne magnetics.

Page | 10

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Todd Property (continued)

 

In August 2023 F3 Uranium Corp. completed a 359 line-km heli-borne MobileMT electromagnetic and magnetic survey over the north half of the Todd Property. The purpose was to map bedrock structure and lithology, including possible alteration and mineralization zones. The survey data was inverted to obtain resistivity distribution with depth.

 

James Creek Property

 

The James Creek Property was map-staked in January 2024 and comprises 2 non-contiguous claims covering 1,089 ha. The property is 43 km northeast of the PLN JR uranium zone, and 20 km southeast of the Shea Creek uranium deposits (four zones containing 67.57 Mlbs of U3O8 Indicated and 28.06 Mlbs U3O8 Inferred). The James Creek area is characterized by north-northwest trending strike-extensive electromagnetic conductors, associated with a wide magnetic low that may be indicative of favourable metasediment lithologies. The property has seen minimal recent exploration efforts and no historic drilling.

 

Key Lake Area, Canada

 

The Key Lake area is a significant historic mining district that hosts the Key Lake uranium deposits and mine and mill complex, co-owned by Cameco Corp. and Orano Canada Inc. This mine produced 208 million pounds of uranium from 1975 to 1997. The Key Lake mill, one of the world’s largest, processed ore from the McArthur River uranium deposit. However, due to low uranium prices, Cameco announced an indefinite suspension of mining of McArthur River in 2018. The area is considered highly prospective for discovering new uranium occurrences.

 

The Company’s Key Lake Area portfolio includes five properties: Bird Lake, Grey Island, Lazy Edward Bay, Seahorse Lake and Henderson Lake. These properties total 38 claims and 60,489 ha. They are located within and near the Key Lake Shear Zone, a broad northeast-southwest trending metasedimentary corridor characterized by a magnetic low in geophysical surveys. Numerous basement EM conductors are present within this corridor.

 

These EM conductors in metasedimentary corridors represent the classic setting for structurally controlled Athabasca-style high-grade uranium deposits. The Company believes its Key Lake area properties could host near-surface high-grade uranium mineralization similar to the nearby historic Key Lake deposits. All properties have undergone significant historic exploration that has identified various geophysical and geochemical anomalies and enhanced their overall merits.

 

Recent developments on the Key Lake Area properties include:

 

Bird Lake Property

 

Acquired by staking in February 2020, the Bird Lake Property comprises 1 mineral claim with an area of 1,803 ha. It is located 13 km northeast of the McArthur River Uranium Mine. The property overlies a northeast trending regional magnetic low within favourable Wollaston domain lithologies and is associated with the prospective Bird Lake fault system, a large scale thrust fault with offset of up to 50 m and overlain by approximately 150 m of Athabasca sediments.

 

In April and May 2022, geophysical surveys were conducted, resulting in the collection of 11.53 line-km of DC Resistivity and 10.50 line-km of Small Moving Loop Time Domain Electromagnetics data. The interpreted responses were weak and no definitive drill targets could be established. However, there is potential to follow up historic (pre-Fission) drilling that targeted a possible extension of the Bird Lake fault trending onto the property from the east.

Page | 11

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Key Lake Area, Canada (continued)

 

Grey Island Property

 

The Grey Island Property, acquired in October 2021 and expanded in January 2024, comprises 22 claims spanning an area of 47,912 ha. The property is situated 35 km east of a major basement structural feature, the Cable Bay Shear Zone (CBSZ). Prominent structural splays from the CBSZ intersect with a favourable northeast trending structure/conductor within the Grey Island property. A historic drill-hole on this feature revealed strong bleaching and alteration in the sandstone and anomalous uranium (2.16 ppm) above the unconformity. The basement rocks exhibited pyritic and highly graphitic mineralization.

 

Lazy Edward Bay Property

 

The Lazy Edward Bay Property was staked in April 2020 and comprises 11 mineral claims covering an area of 1,828 ha. This property is located over shallow sandstone cover along the highly prospective Wollaston-Mudjatik lithologic trend of the eastern Athabasca Basin. The western portion of the property captures most of the Ponderosa conductive trend, along with historic drill holes LE-072 and LE-073 that respectively encountered 170 ppm uranium in brecciated and sheared gneiss, and 40 ppm uranium along with 550 ppm boron within sandstone fault gouge. Claims in the eastern portion of the property cover part of the Liberty conductive trend, with nearby historic drillhole LE-001 intersecting 224 ppm U3O8 over 0.5 metres.

 

A ten-hole, 3,005 m drill program was carried out in May and June 2022. Drilling encountered favorable structure and alteration along the Horse West (aka Ponderosa) conductor near historic hole LE-073, confirming this conductive corridor’s prospectivity for possible high-grade uranium mineralization. Geochemical analyses of drill core returned weakly anomalous radioactivity over narrow widths. Further drilling along this conductor is warranted. The drilling program was funded by Traction Uranium Corp., per the terms of their December 9, 2021 Option Agreement whereby Traction can acquire up to a 70% interest in the property. On December 24, 2022, Traction terminated the option for the Lazy Edward Bay Property.

 

Seahorse Lake Property

 

The Seahorse Lake Property, staked in April 2020, encompasses 3 mineral claims over an area covering 7,519 ha. Situated above shallow sandstone cover, this property aligns with the highly prospective Wollaston-Mudjatik lithologic trend of the eastern Athabasca Basin. A historic drill-hole (4679-1-81) targeted a resistivity low anomaly and encountered fractured broken core from a depth of 53 m past the Athabasca unconformity to a depth of 139 m. In the summer of 2022, a ground Moving Loop Time Domain EM survey covered 14.55 km to define conductive geologic structures on the property. The survey responses likely indicated a wide conductive block as the source of historic airborne electromagnetic anomalies.

 

Henderson Lake Property

 

The Henderson Lake Property was staked in January 2024 and consists of 1 claim totaling 1,427 hectares. The area is characterised by the Cable Bay Shear Zone (CBSZ), a significant crustal-scale structural feature that transects the Athabasca Basin through the Mudjatik geologic domain. The property encompasses a small portion of a strike-extensive conductor system that is coincident with the CBSZ and lies just 20 km south of the Athabasca Basin’s sedimentary cover. Nearby historic drilling returned 0.06% U3O8 in quartz/pegmatite zones within graphitic semi-pelitic metasediments.

Page | 12

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Beaverlodge/Uranium City Area, Canada

 

The Beaverlodge/Uranium City region is a major historic uranium mining district and was home to Saskatchewan’s first uranium mining operations. Before the discovery of high-grade uranium mineralization in the Athabasca Basin, the Beaverlodge area was Saskatchewan’s most important uranium mining district. Throughout the 1950’s and 1960’s, 52 mines were in operation.

 

The Beaverlodge/Uranium City Area portfolio consists of 16 claims covering 18,772 ha across two properties. The most recent developments on these properties are as follows:

 

Beaver River Property

 

The Beaver River Property consists of 9 claims totaling 7,599 ha. Located on the north central edge of Saskatchewan’s Athabasca Basin, it is approximately 44 km east of Uranium City, Saskatchewan. The property includes numerous confirmed EM basement conductors and several uranium showings with surface outcrop sample assays of up to 3.66% U3O8.

 

In May 2016, the Company completed an airborne VTEM survey covering 880 line-km at 200 m line-spacing. This survey was focused on the property’s eastern portion, an area known for its several identified historic in-situ uranium anomalies. The survey defined conductive packages over the entire project area, with more than 258 km of conductors identified by the VTEM survey. The interpreted results indicate the presence of complex conductor swarms requiring ground follow-up to establish drill targets. The project area is characterized by numerous zones of enhanced conductivity and many areas where trend widening is evident due to an increase in parallel multiple conductors. Additionally, there are numerous offsets and termination points indicative of cross structure.

 

In July and August 2019, the Company carried out a field program that prospected historic showings, airborne radiometric anomalies, and VTEM anomalies near zones of structural complexity, in the south-central and north area of the property. Significant results from historic showings included Coin Canyon with assays of 2.55% U3O8 and 0.41% Ni, Kisiwak Lake running 2.04% U3O8 and 0.26 g/t Au, and the VIC showing with up to 1.1% U3O8 0.98% Cu, and 0.14% Ni. New discoveries in the north area of the property included the Trigger Zone - a radioactive vein (0.3 m wide) hosted in a quartz-feldspar gneiss running up to 13.9% U3O8 and 2.27 g/t Au.

 

Hearty Bay Property

 

The Hearty Bay Property, located on the northern edge of the Athabasca basin, comprises 7 mineral claims totalling 11,173 ha. It is situated 20 km west of the Fond-du-Lac uranium deposit and 60 km east of the Beaver Lodge uranium district.

 

The Property encompasses the historic Isle Brochet radioactive sandstone boulder trains. These are one-kilometer-long dispersal trains that trend along the main ice direction and containing up to 3% uranium. Several more radioactive boulders of both sandstone and basement origin were discovered approximately 600 m to the northeast, on the bottom of Lake Athabasca. Historic drilling near these boulders did not intersect any significant radioactivity, leaving the source undetermined. Historic surveys identified strong airborne EM conductors within the property, up-ice of the radioactive boulder trains.

 

In July-August 2019, the Company conducted a field program that examined glaciology characteristics of the radioactive boulder train area and prospected conductors and radiometric anomalies on the north mainland. Boulder prospecting on Isle Brochet yielded results exceeding historic findings, with uranium content up to 8.23% U3O8 in new sampling. Additionally, 271 km of detailed marine acoustic data was collected northeast of Isle Brochet and up-ice of the radioactive boulder trains. This data revealed structural lineaments and potential sandstone outliers that may be associated with the source of the radioactive boulders on Isle Brochet and represent possible drill targets. A marine spectrometer survey collected 1,161 measurements of the lake bottom in areas interpreted from the acoustic survey as prospective for sandstone outliers. This reaffirmed an area of submarine radioactive boulders found by Eldorado Nuclear/DNR in 1977 and located groupings of anomalous results further up-ice from the island boulder trains. A radon soil gas survey sampled 148 sites across the strike of the radioactive boulder trains; however, results from this survey were inconclusive.

Page | 13

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Beaverlodge/Uranium City Area, Canada (continued)

 

Hearty Bay Property (continued)

 

In March 2022, the Company carried out a 77 line-km ground EM geophysics survey and completed 14 drill holes for a total of 1,304 m of diamond drilling. The objective was to test interpreted structural features and sandstone outliers based on the 2019 marine seismic acoustic survey in the main up-ice direction from the historic high-grade uranium boulder trains on Isle Brochet and beyond the known edge of the Athabasca Basin. While no sandstone outliers were identified, holes HB22-005 and HB22-008 intersected a three-meter zone and an 11.5 m zone, respectively of brecciated and faulted basement rocks with hydrothermal clay alteration. The ground EM survey identified previously unknown northeast-trending basement conductors to the northeast of Isle Brochet. Drillhole HB22-008 is located at the southwest end of these new two-kilometer-long subparallel conductors. The ground geophysics and drilling program was funded by Traction Uranium Corp., in accordance with the terms of the December 9, 2021 Option Agreement, whereby Traction can acquire up to a 70% interest in the property from the Company.

 

In the fall of 2022, Palmer Environmental Consulting Group (now a division of SLR Consulting Ltd.) was employed to complete a reconnaissance field visit to Isle Brochet. The purpose was to characterize the surficial environment where high-grade uranium boulders were discovered and to identify suitable exploration strategies for ongoing work programs. A team prospected the south part of the island and discovered new in-situ mineralized boulders. It was also found that sub-glacial till, an optimal media for exploration purposes, was commonly present at depth. As a result, an island-wide base-of-till sampling program was developed and carried out by Palmer during winter 2023. The data revealed two distinct linear dispersal patterns in subglacial till composed of uranium and other pathfinder elements, thereby providing new target areas for drill testing in 2024. Six new radioactive boulders were also discovered that assayed up to 4.23% U3O8.

 

In conjunction with Palmers research work, an airborne Lidar survey was flown in fall 2022 to provide detailed glacial landform mapping to supplement the ground based studies.

 

In early 2024 a ground gravity survey was completed to cover areas of interest up-ice of the Isle Brochet radioactive boulders. The survey was expected to delineate areas of possible basement rock alteration that is favourable for uranium mineralization.

 

In March 2024 a sonic drill rig was mobilized to the property in a program designed to find the source of the glacially dispersed uraniferous boulders and anomalous till geochemistry on Isle Brochet. The program envisioned 2,000 m of drilling that would sample both overburden and bedrock. The program was halted due to deteriorating ice conditions.

 

Northeast Athabasca Basin Area, Canada

 

The Company possesses 29 claims, which total 22,578 ha, spread across four uranium properties in the Northeast Athabasca Basin area of Saskatchewan. This basin area overlays the northeast trending Wollaston-Mudjatik Transition/Shear Zone, expressed as a broad low magnetic zone in the basement rocks. This zone often exhibits conductive characteristics coinciding with known uranium deposits including McArthur River, Cigar Lake, and Rabbit Lake. All properties are prospective for basement and/or unconformity hosted mineralization settings.

 

The most recent developments on the Northeast Athabasca Basin Area properties are follows:

 

Bell Lake Property

 

Acquired in July 2023 through staking, the Bell Lake property consists of 1 claim totaling 2,225 ha. It is located within the northeast Athabasca Basin, approximately 55 km northwest of the McLean Lake Uranium Mine and Mill. Access is available from Provincial Highway #905, three kilometers to the west.

Page | 14

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Northeast Athabasca Basin Area, Canada (continued)

 

Bell Lake Property (continued)

 

Bell Lake is nine kilometers west of the recently discovered Hurricane Uranium Zone. Drilling at the Hurricane Zone in 2020 revealed high-grade mineralized intersections of 33.9% U3O8 over 8.5 m, including 57.1% U3O8 over 5.0 m. The Athabasca sandstone cover is expected to be approximately 300 m thick based on nearby drilling; however, no historic drilling has been carried out within the property.

 

Cree Bay Property

 

The Cree Bay property comprises 16 claims totaling 14,080 ha and is located on the inside edge of the northern Athabasca Basin. The town of Stony Rapids is 20 km to the north, and the historic Nisto uranium mine is 13 km to the northeast.

 

In August 2015, a high resolution airborne magnetic and radiometric survey covering 4,214 line-km at 50 m line spacing was completed over the property.

 

In September 2017, a DC Resistivity Induced Polarization ground geophysical survey was conducted, covering two separate grids spanning 24 km. The survey focused on sections of strong conductivity, interpreted from a historic airborne Geotem electromagnetic survey. It detected basement conductive features and some sandstone resistivity low (alteration) features. However, difficulties were encountered while surveying on Black Lake. The survey confirmed anomalous conditions indicative of alteration halos in the lower sandstone.

 

In April 2019, Discovery Geophysics Inc. conducted a nine-line, 27 km DCIP Resistivity and moving loop TEM survey over the area identified as most prospective by the historic GEOTEM electromagnetic survey. The TEM survey results returned weak conductor responses, while the DC/IP resolved a strong resistivity anomaly on L2700 and a weaker one on L2100.

 

In June 2019, the Company completed a first pass drill program on the property. Two holes were drilled for a total of 1,045 m, encountering significant faulting, strong hydrothermal alteration, and elevated concentrations of pathfinder elements. The depth to the basement unconformity was intersected approximately 200 m deeper than expected, indicating a possible major offset in the vicinity. This could be a favorable setting for hosting high-grade uranium, such as at the MacArthur River deposit. Both holes were drilled on the same section line and intersected the same anomalous fault zone. This defined a broad target area, approximately 300 m, for potential follow-up drilling where it roughly projects to intersect the basement unconformity, approximately 600 m down dip.

 

Due to the deeper than expected basement unconformity, the previous ground geophysics could not image deep enough. In March 2022, the Company carried out a 10.5 line-km Sideline Moving Loop Time Domain Electromagnetic (TDEM) survey designed to pinpoint potential conductive basement faults at these greater depths and provide discrete drill targets. These may represent reactivated structures with the potential to provide pathways for uranium mineralizing fluids. The survey interpretation revealed two significant conductors: Conductor B is a shallower feature located underneath Black Lake; Conductor A is significantly deeper (between 383 m and 597 m depth) and lies along the west edge of the resistivity low anomaly that was detected during the 2019 surveys. This conductor location is west of where it was originally interpreted from the 2019 survey.

 

Flowerdew Lake Property

 

The Flowerdew Lake Property, acquired in October 2021, comprises 4 mineral claims totaling 5,664 ha. The property is located along the Wollaston-Mudjatik lithostructural transition zone, approximately 60 km northeast of Rabbit Lake. It overlies a strongly conductive basement feature that coincides with a significant resistivity low zone. This is indicative of altered basement meta-pelite rocks favourable for uranium mineralization. The property has not been drill tested.

Page | 15

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Northeast Athabasca Basin Area, Canada (continued)

 

Murphy Lake Property

 

The Murphy Lake Property comprises 8 mineral claims covering an area of 609 ha. This Property is located in the eastern Athabasca Basin, on the west edge of the favourable Wollaston-Mudjatik lithologic trend. The Property covers a curvilinear EM conductor that is a splay to the east from a regional conductive trend. This trend hosts the La Rocque Uranium Zone, 4.5 km to the west, where intersections along a 400 m drill-defined strike length have returned up to 18.6% uranium over 2.7 m, along with high values of associated base metals and gold. The same trend hosts the Hurricane Uranium Zone recently discovered by ISO Energy Ltd., which is currently 575 m long, 75 m across, and 11 m thick.

 

Historic drilling by Areva along the conductor within the Property intersected a graphitic and sulphide rich basement conductive unit, with assays up to 199 ppm uranium at 350 m depth, just above the unconformity.

 

A five-hole, first-pass drill program spanning 2,502 m was initiated in July 2022. The initial aim of the program was to follow a north-striking conductor trend on the east side of the property where Cameco intersected uranium values up to 0.09% U3O8 in historic drill hole Q23-5, 3.2km south of the property boundary. The intersection of encouraging graphite and sulphide-rich basement structures prompted the Company to continue to define the structures northward with ground EM Geophysics. The drill program was expanded and consisted of 14 completed drillholes totalling 6,850m. Drill hole ML22-006, located 4.2km north of Cameco’s historic drill hole Q23-5, intersected a two-meter interval of variable radioactivity including a 0.5 m interval with a maximum of 2,300 cps, 20.9 m below the Athabasca Unconformity. This resulted in laboratory assays of 0.065% U3O8 over 2.5m from 322.5m to 325.0m, including 0.242% U3O8 over 0.5m.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (Traction) for Traction to acquire up to a 70% interest in two properties controlled by the Company: Hearty Bay Project, and the Lazy Edward Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Option Agreements in respect of the Hearty Bay Project (the “Hearty Bay Agreement”), the Company granted an option to Traction to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period (met - $150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

Page | 16

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Traction Uranium Corp. Option Agreements (continued)

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. As at June 30, 2023, the Company had incurred the $1,000,000 in eligible expenditures. During the year ended June 30, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at June 30, 2024, the Company incurred $1,660,974 in eligible expenditures and has a commitment to spend the remaining $339,026.

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025).

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter royalty (“NSR”) on the property.

 

During the year ended June 30, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $Nil (2023 - $nil) and the remainder of $nil (2023 - $nil) was recognized as a recovery on mineral rights in the statements of loss and comprehensive loss.

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i.Pay cash payments to Fission of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955) (met).

 

iii.Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. As at June 30, 2022, the Company incurred $1,406,344 in eligible expenditures and the remaining balance of $93,656 was incurred during the year ended June 30, 2023. As at June 30, 2023, Traction has not yet met the full exploration commitment.

 

The Company will retain a 2.0% NSR on the property.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

Page | 17

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

SKRR Exploration Inc. Option Agreement

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 (met - $50,000 received).

 

ii.The issuance of 1,000,000 common shares of SKRR (met - received with a fair value of $225,000).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (met – received with a fair value of $78,650). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024.

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the year ended June 30, 2024, the total consideration received of $78,650 was offset against the capitalized exploration and evaluation expenditures, to reduce the $4,728 balance to $nil and the remainder of $113,422 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

Page | 18

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Murphy Lake Option Agreement

 

On May 29, 2024, the Company entered into a definitive agreement with Canadian GoldCamps Corp. (“GoldCamps”), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company’s Murphy Lake Property.

 

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended June 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company on July 26, 2024 (unpaid). In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:

 

i.$150,000 on or before the date that is six (6) months after the July 26, 2024;

 

ii.$150,000 on or before the date that is twelve (12) months after the Initial July 26, 2024;

 

iii.$150,000 on or before the date that is eighteen (18) months after the July 26, 2024; and

 

iv.$150,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

 

i.total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the July 26, 2024; and

 

ii.additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

All expenditures required to be made by GoldCamps may either make the required expenditures or pay the Company in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to this option agreement.

 

In order to maintain the option agreement in good standing, GoldCamps shall, on or before the date that is ten (10) business days after the date that Canadian GoldCamps has completed one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date. All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four-month resale restriction imposed by applicable securities legislation. Failure to issue the common shares to F4 in accordance with the schedule will result in the termination of the Initial Option.

Page | 19

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Murphy Lake Option Agreement (continued)

 

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

 

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

 

i.pay $250,000 on or before the date that is thirty (30) months after the July 26, 2024;

 

ii.pay $250,000 on or before the date that is thirty-six (36) months after July 26, 2024; and

 

iii.incur additional expenditures of $8,000,000 on or before the date that is thirty-six (36) months after the July 26, 2024.

 

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter royalty (“NSR Royalty”), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

Page | 20

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply / demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011.

 

Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed:

 

Country  In Operation  Under construction  Planned  Proposed
China  48  14  42  168
India  22  7  14  28
Russia  39  3  24  22
USA  94  2  3  18
Canada  19  -  -  2
Japan  33  2  1  8
Saudi-Arabia  -  -  -  16
South Korea  24  4  -  2
Ukraine  15  2  -  2
Others  148  19  20  59
Total  442  53  104  325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020)

Page | 21

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others. It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production. This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward.

 

U3O8 prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC – the world’s largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations.

 

This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

Page | 22

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require frontloading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price. It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities – thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

 

Additionally, with its ongoing shutdown of McArthur River and prior suspension of Cigar Lake, Cameco will continue to have to buy significant pounds in the spot market. As of its most recent quarterly update, Cameco claims that it is the world’s largest purchaser in the spot market and has acquired over 50mm lbs from the spot market to date.

 

Uranium demand/supply fundamentals

 

(LINE GRAPH)

 

(Source: EIA, Euratom - Future contract coverage rates)

Page | 23

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Emerging Demand – Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

 

China – driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium. Additional long-term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

Page | 24

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

 

Figure 1. Share of nuclear power in China’s electricity generation mix

 

(LINE GRAPH)

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

However, we continue to see improvements. Japan is currently operating a total of nine reactors, of which two were first restarted in 2015 and seven more have restarted since. A further 18 reactors are currently in the restart approval process with 16 of them already clearing government requirements for restart. This is in addition to the two reactors under construction and nine new reactors being planned or proposed. With reactors coming back online and plans to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

While the first wave of reactor restarts in Japan is not expected to immediately increase uranium demand as they would likely draw from existing inventory, it should increase confidence that Japan’s utility companies most likely will not sell their uranium fuel stockpiles into the market.

Page | 25

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its McClean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs). With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 26

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

Recently, conflict between the United States and Iran has resulted in accusations of Iran breaking the 2015 agreement that limited its nuclear program, taking the first step toward re-imposing United Nations sanctions. The European countries started the clock on what is anticipated to be 60 days of negotiations with Iran about coming back into full compliance with the nuclear deal. If they cannot resolve their dispute under the agreement, the United Nations could revive sanctions on Iran that had been suspended, including an arms embargo.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

Page | 27

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S. While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit

Page | 28

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Uranium market

 

(LINE GRAPH)

 

(Source: UxC LLC, www.uxc.com: November 2020)

 

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars.

 

   June 30,
2024
   June 30,
2023
   June 30,
2022
 
   $   $   $ 
Net loss   (20,714,408)   (10,175,600)   (5,670,125)
Total assets   97,878,306    50,447,412    29,936,942 
Current liabilities   4,353,979    4,162,660    1,459,298 
Shareholders’ equity   74,202,319    44,245,128    28,274,791 
Basic and diluted loss per common share   (0.03)   (0.03)   (0.02)

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

Page | 29

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Summary of quarterly results (continued)

 

   June 30,
2024
   March 31,
2024
   December 31,
2023
   September 30,
2023
 
   $   $   $   $ 
Exploration and evaluation assets   53,474,145    54,370,172    43,963,819    37,796,929 
Working capital   39,553,790    32,102,384    43,650,451    28,842,003 
Net income (loss)   (3,152,423)   (17,515,539)   366,581    (413,026)
Net profit (loss) per share basic and diluted   (0.01)   (0.04)   0.00    (0.00)

 

   June 30,   March 31,   December 31,   September 30 
   2023   2023   2022   2022 
   $   $   $   $ 
Exploration and evaluation assets   29,762,105    27,601,450    20,479,620    17,545,881 
Working capital   16,277,693    7,413,153    10,938,769    10,629,336 
Net income (loss)   (2,736,278)   1,989,809    (8,927,659)   (501,532)
Net profit (loss) per share basic and diluted   (0.01)   0.01    (0.03)   (0.00)

 

Net loss in the current quarter was affected by the recognition of flow-through share recovery of $737,233, recovery of mineral property rights of $517,843 and interest income of $402,070. The current quarter saw an increase in accretion expense, consulting and director fees, share-based compensation, marketing and wages to support increased exploration operations. Quarter to quarter variances are due to fluctuations corporate and exploration activity driven by cash timing of exploration programs and corporate initiatives. There will be continued volatility quarter to quarter in light of this.

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three and twelve months ended June 30, 2024

 

The Company had a net loss of $3,152,423 and net loss of $17,561,985 for the three and twelve months ended June 30, 2024 compared to net loss of $2,736,278 and loss of $10,175,660 for the comparable prior periods. The change in net loss is primarily attributable to the following factors:

 

Recovery of flow through share premium for incurring eligible exploration expenditures in the previous quarter resulted in an overall reduction of net loss; and deferred income tax expense recognized as a result of the convertible debt measurement.

 

Share-based compensation increased in the current period due to increased share activity.

 

Consulting and directors’ fees, office and administration, and wages and benefits increased due to increased operating activity.

 

Public relations and communication increased as a result of increasing shareholder awareness of the Company’s activities.

 

Professional fees increased due to an overall ramp up of operating activity, and steps taken for the spin-out which completed on August 15, 2024.

Page | 30

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at June 30, 2024 the Company had cash and cash equivalents of $33,616,475 and a working capital balance of $39,553,790. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

Convertible Debenture

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture (“Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865.

 

The Company will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the Company’s 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of a change of control transaction, the Company may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.

 

Private placements May 30, 2024

 

The Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 federal flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant.

 

Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $733,415 in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

Page | 31

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Liquidity and capital resources (continued)

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,086,250 and incurred $78,580 in expenses in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025.

 

The fair value of the brokers’ warrants was determined based on the closing trading price on September 12, 2023 and the fair value of warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

May 26, 2023

 

On May 26, 2023, the Company closed a private placement for gross proceeds of $12,000,000 comprising:

 

4,255,319 flow-through units of the Company (each, a “FT Unit”) at a price of $0.47 per FT Unit for gross proceeds of $2,000,000 from the sale of FT Units; and

 

21,276,596 FT Units to be sold to charitable buyers (each, a “Charity FT Unit”) at a price of $0.47 for gross proceeds of $10,000,000 from the sale of Charity FT Units.

 

Each FT Unit issued pursuant to the offering is comprised of one common share of the Company and one-half common share purchase warrant. Each FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.47 at any time on or before May 26, 2026. The Company paid cash finders’ fees of $712,500 and incurred $117,307 expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,515,957 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.35 at any time on or before May 26, 2025.

 

December 21, 2022

 

The Company closed a private placement for gross proceeds of $8,000,000, comprising 19,047,619 flow-through shares of the Company at a price of $0.42 per share.

 

The Company paid a cash finders’ fee of $450,000 and incurred $169,024 in expenses in connection with this private placement which has been recorded as share issuance costs. The Company also issued 1,071,427 brokers’ warrants which entitles the holder to purchase a one common share of the Company at a price of $0.42 per share at any time on or before December 21, 2024. The fair value of the brokers’ warrants was determined based on the closing trading price on December 21, 2022 and the fair value of warrants was determined using the Black-Scholes option pricing model. $137,000 was recorded as share issuance cost. The fair value of the warrants was determined using the Black-Scholes option pricing model using the following assumptions: a volatility of 110.80%; risk-free interest rate of 3.65%; expected life of 2 years; and a dividend rate of 0%.

Page | 32

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel.

 

   June 30,   June 30, 
   2024   2023 
   $   $ 
Compensation costs          
           
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel   2,482,883    1,094,968 
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel   6,682,178    4,375,167 
    9,165,061    5,470,135 
           
Exploration and evaluation expenditures   913,750    600,529 
Total   10,078,811    6,070,664 

 

Included in accounts payable at June 30, 2024 is $85,398 (June 30, 2023 - $59,091) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

Outstanding share data

 

As at the date of this document, the Company has 493,719,610 common shares issued and outstanding, 42,254,541 incentive stock options outstanding with exercise prices ranging from $0.12 to $0.45 per share, 38,211,588 warrants outstanding with exercise prices ranging from $0.35 to $0.485 per share, and 33,249,425 restricted stock units outstanding.

 

Financial instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Page | 33

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

Page | 34

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at June 30, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

      $   $ 
Accounts payable and accrued liabilities  < 6 months   3,248,073    1,715,361 
Convertibe debt  > 6 months   10,910,275    - 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at June 30, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(c)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

Page | 35

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

(d)Commodity price risk

 

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes option pricing model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

Page | 36

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Key estimates and judgments (continued)

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

Material accounting policy information

 

A summary of the Company’s material accounting policy information is included in Note 3 of the condensed interim consolidated financial statements for the year ended June 30, 2024.

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

Page | 37

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 38

 

 

Exhibit 99.24

 

Unofficial consolidation for financial years beginning on or after January 1, 2011

 

This is an unofficial consolidation of Form 52-109FV1 Certification of Annual Filings Venture Issuer Basic Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

 

Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

 

I, Dev Randhawa, Chief Executive Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of F3 Uranium Corp. (the “issuer”) for the financial year ended June 30, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: October 28, 2024

 

/s/ Dev Randhawa
 
Chief Executive Officer
 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1

 

 

Exhibit 99.25

 

Unofficial consolidation for financial years beginning on or after January 1, 2011

 

This is an unofficial consolidation of Form 52-109FV1 Certification of Annual Filings Venture Issuer Basic Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law.

 

Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate

 

I, Ryan Cheung, Chief Financial Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of F3 Uranium Corp. (the “issuer”) for the financial year ended June 30, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: October 28, 2024

 

/s/ Ryan Cheung
Chief Financial Officer
 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1

 

 

Exhibit 99.26

 

F3 Hits 12.0% U3O8 Over 2.0m Within 2.66% Over 10.5m

 

Discovers A1 Shear Extension 3.2km South of JR

 

Kelowna, British Columbia--(Newsfile Corp. - October 29, 2024) - F3 Uranium Corp (TSXV: FUU) (OTC Pink: FUUFF) (“F3” or “the Company”) is pleased to announce assay results for thirteen drillholes of the ongoing 2024 drill program on the PLN Property, including PLN24-161 at the JR Zone (see NR August 13, 2024) which returned 10.5m of 2.66% U3O8, including a high grade 2.0m interval averaging 12.0% U3O8, further including an ultra-high grade core of 0.5m of 20.7% U3O8. Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m.

 

Exploration drilling focused mainly on the B1 area close to, and south of the Harrison Fault, with a number of very prospective drill holes, highlighted by PLN24-187 which was drilled on line 3240S, approximately 400m south of the Harrison Fault, and on section with PLN24-183. PLN24-183 was the first hole to intersect what is interpreted to be the southern extension of the A1 shear zone hosting the JR Zone. Due to encouraging alteration and intense shearing a down dip hole was drilled, and PLN24-187 encountered intense alteration and anomalous radioactivity (see Table 1 and Photo 1).

 

Sam Hartmann, Vice President Exploration, commented:

 

“Today’s update includes scintillometer results of drilling in the JR Zone, where three holes successfully targeted high grade mineralization in areas of lower drill hole density, as well as high-grade assay results of drillholes completed and previously announced earlier in the program. Exploration drilling south of the Harrison Fault discovered the A1 Shear Extension, ~400m beyond the previously interpreted southern extent of the A1 shear, as a discrete continuation, and parallel to the B1 structures. This potential for stacked and parallel structure south of Harrison Fault provides further high priority drill targets for high grade uranium mineralization.”

 

JR Zone Assay Highlights:

 

PLN24-161 (line 035S):

 

10.5m @ 2.66% U3O8 (206.5m to 217.5m), including:

 

2.0m @ 12.0% U3O8 (207.5m to 209.5m), further including:

 

0.5m @ 20.7% U3O8 (208.0m to 208.5m)

 

PLN24-163 (line 095S):

 

13.0m @ 0.45% U3O8 (197.0m to 210.0m), including:

 

2.5m @ 1.77 % U3O8 (204.0m to 206.5m)

 

JR Zone Handheld Spectrometer Highlights:

 

PLN24-184 (line 105S):

 

13.5m mineralization from 228.5m - 242.0m, including

 

3.80 m cumulative mineralization of >10,000 cps radioactivity between 233.00m - 240.30m, including 1.5m cumulative off-scale radioactivity (>65,535 cps) between 235.60 -240.10m

 

 

PLN24-185 (line 025S)

 

13.0m mineralization from 218.0m - 231.0m, including

 

2.30 m cumulative mineralization of >10,000 cps radioactivity between 223.00m - 230.50m, including 0.5m cumulative off-scale radioactivity (>65,535 cps) between 223.00 - 2424.00m

 

Exploration Handheld Spectrometer Highlights:

 

PLN24-178 (line 2835S): B1 Exploration

 

0.5m radioactivity from 446.5m - 447m with a peak of 310 cps

 

PLN24-180 (line 1125S): A1 South Exploration

 

0.5m radioactivity from 319.0m - 319.5m with a peak of 700 cps

 

PLN24-181 (line 2880S): B1 Exploration

 

0.5m radioactivity from 377.5m - 378.0m with a peak of 360 cps

 

PLN24-187 (line 3240S): B1 Exploration

 

0.5m radioactivity from 549.0m - 549.5m with a peak of 300 cps

 

(MAP)

 

Figure 1: JR Zone Assay and Spectrometer Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/228040_figure1.jpg

 

 

 

(MAP)

 

Figure 2: 2024 Drilling on A1 and B1 Shear Zones and new A1 Shear Extension

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/228040_plndrill2.jpg

 

(MAP)

 

Photo 1. A1 Extension in PLN24-187

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/228040_2deb68b6544e78ce_003full.jpg

 

 

Table 1. Drill Hole Summary and Uranium Assay Results

 

Collar Information Assay Results
Hole ID Grid Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
U3O8 weight
%
PLN24-153 555S 588064.37 6410321.99 534.56 -72.0 55.6 A1 Exploration; no mineralization >0.05
PLN24-154 2100S 587534.07 6408053.06 531.83 -60.2 35.9 A3 Exploration; no mineralization >0.05
PLN24-155 1215S 588507.31 6409827.87 536.43 -69.9 58.0 A1 Exploration; no mineralization >0.05
PLN24-156 1335S 588571.28 6409726.11 543.90 -70.0 53.2 A1 Exploration; no mineralization >0.05
PLN24-157 2745S 589215.28 6408451.38 540.75 -65.3 54.2 A1 Exploration; no mineralization >0.05
PLN24-158 2040S 588934.86 6409122.90 543.88 -70.1 56.5 A1 Exploration; no mineralization >0.05
PLN24-159 2235S 589041.26 6408957.53 543.16 -70.5 52.4 A1 Exploration; no mineralization >0.05
PLN24-160 2430S 589122.80 6408773.08 543.36 -71.5 59.0 A1 Exploration; no mineralization >0.05
PLN24-161 035S 587790.97 6410763.91 546.37 -80.3 57.0 206.50 207.50 1.00 0.19
              207.50 209.50 2.00 12.0
            incl 208.00 208.50 0.50 20.7
              209.50 217.00 7.50 0.49
            incl 215.50 216.00 0.50 2.31
PLN24-162 2850S 589301.35 6408383.61 538.03 -67.9 54.5 A1 Exploration; no mineralization >0.05
PLN24-163 095S 587813.11 6410709.84 546.85 -78.5 52.4 197.00 204.00 7.00 0.09
              204.00 206.50 2.50 1.77
            incl 205.50 206.00 0.50 3.32
              206.50 210.00 3.50 0.24
PLN24-164 2880S 589259.50 6408356.75 538.22 -65.3 68.9 A1 Exploration; no mineralization >0.05
PLN24-165 3195S 589613.77 6408183.67 535.01 -72.4 55.0 B1 Exploration; no mineralization >0.05

 

Assay composite parameters:

 

1:Minimum Thickness of 0.5 m

 

2:Assay Grade Cut-Off: 0.05% U3O8 (weight %)

 

3.Maximum Internal Dilution: 2.0 m

 

 

Table 2. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m
minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max CPS
PLN24-178 2835S 589250.1 6408364.9 537.6 -66.5 53.5 446.50 447.00 0.50 310 175.4 554
PLN24-179 4245S 590177.8 6407292.3 542.2 -64.3 54.2 B1 MSZ Exploration; no radioactivity >300 cps 372.8 533
PLN24-180 1125S 588192.3 6409710.1 542.3 -60.1 54.4 319.00 319.50 0.50 700 n.a. 556
PLN24-181 2880S 589300.5 6408383.0 539.6 -65.1 79.3 377.50 378.00 0.50 360 200.0, 308.6,360.3 466
PLN24-182 5280S 590644.1 6406355.3 539.2 -71.8 53.6 B1 MSZ Exploration; no radioactivity >300 cps 342.7 446
PLN24-183 3240S 589413.8 6407982.6 530.1 -59.0 54.1 B1 MSZ Exploration; no radioactivity >300 cps 392.6 743
PLN24-184 105S 587752.6 6410654.2 544.6 -62.1 53.2 207.50 208.00 0.50 540 194.4 290

 

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m
minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max CPS
              228.50
229.00
229.50
230.00
230.50
231.00
231.50
232.00
232.50
233.00
233.50
233.80
234.00
234.50
235.00
235.50
235.60
235.90
236.00
236.50
237.00
237.50
238.00
238.15
238.50
238.65
239.00
239.20
239.50
239.60
240.00
240.10
240.30
240.50
241.00
241.50
229.00
229.50
230.00
230.50
231.00
231.50
232.00
232.50
233.00
233.50
233.80
234.00
234.50
235.00
235.50
235.60
235.90
236.00
236.50
237.00
237.50
238.00
238.15
238.50
238.65
239.00
239.20
239.50
239.60
240.00
240.10
240.30
240.50
241.00
241.50
242.00
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.30
0.20
0.50
0.50
0.50
0.10
0.30
0.10
0.50
0.50
0.50
0.50
0.15
0.35
0.15
0.35
0.20
0.30
0.10
0.40
0.10
0.20
0.20
0.50
0.50
0.50
980
560
1100
540
<300
2400
690
680
540
36100
22100
9900
350
7200
8700
65500
>65535
65500
550
16900
730
1700
65500
>65535
65500
>65535
23300
9900
65500
>65535
>65535
65500
9900
520
620
440
   
244.00
244.50
244.50
245.00
0.50
0.50
750
810
PLN24-185 025S 587736.8 6410738.8 545.3 -65.9 52.9 218.00
218.50
219.50
220.00
220.50
221.00
222.00
222.50
223.00
223.30
223.50
223.80
224.00
224.50
224.85
218.50
219.50
220.00
220.50
221.00
222.00
222.50
223.00
223.30
223.50
223.80
224.00
224.50
224.85
225.00
0.50
1.00
0.50
0.50
0.50
1.00
0.50
0.50
0.30
0.20
0.30
0.20
0.50
0.35
0.15
570
<300
800
630
380
<300
6100
5600
>65535
59400
58700
>65535
46700
23200
9800
197.2 278

 

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m
minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max CPS
              225.00
225.25
225.50
226.00
226.50
227.00
227.50
228.00
228.50
230.00
230.30
230.50
225.25
225.50
226.00
226.50
227.00
227.50
228.00
228.50
230.00
230.30
230.50
231.00
0.25
0.25
0.50
0.50
0.50
0.50
0.50
0.50
1.50
0.30
0.20
0.50
17600
9100
8300
4600
8000
800
380
800
<300
5200
33000
1100
   
PLN24-186 035S 587810.1 6410777.2 545.7 -79.2 50.9 186.50
187.00
187.50
188.00
188.50
189.00
189.50
190.00
190.50
191.00
191.50
191.65
192.00
192.50
193.00
193.50
194.00
194.50
195.00
195.50
196.00
196.50
197.00
187.00
187.50
188.00
188.50
189.00
189.50
190.00
190.50
191.00
191.50
191.65
192.00
192.50
193.00
193.50
194.00
194.50
195.00
195.50
196.00
196.50
197.00
197.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.15
0.35
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
360
810
310
350
<300
560
1100
1400
1700
2400
4100
13100
2600
2000
13300
9400
7000
2800
3500
330
1700
1300
470
175.0 263
PLN24-187 3240S 589410.2 6407980.4 530.8 -65.4 53.8 549.00 549.50 0.50 300 373.0 713

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

Natural gamma radiation in the drill core that is reported in this news release was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 scintillometer. The Company considers greater than 300 cps on the handheld spectrometer as anomalous, >10,000 cps as high grade and greater than 65,535 cps as off-scale. The reader is cautioned that scintillometer readings are not directly or uniformly related to uranium grades of the rock sample measured and should be used only as a preliminary indication of the presence of radioactive materials.

 

Composited weight % U3O8 mineralized intervals are summarized in Table 1. Samples from the drill core are split in half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade.”

 

All depth measurements reported are down-hole and true thickness are yet to be determined.

 

About Patterson Lake North:

 

The Company’s 4,078-hectare 100% owned Patterson Lake North property (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade world class uranium deposits which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone uranium discovery is located 23km northwest of Fission Uranium’s Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepare in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

About F3 Uranium Corp:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of the management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2
 
Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com
 
ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO
 
(F3 URANIUM LOGO)
 
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/228040

 

 

 

Exhibit 99.27

 

F3 Announces Closing of Private Placement for Aggregate Gross Proceeds of C$8 Million

 

Kelowna, British Columbia--(Newsfile Corp. - October 31, 2024) - F3 Uranium Corp. (TSXV: FUU) (OTC Pink: FUUFF) (“F3 Uranium” or the “Company”) is pleased to announce the closing of its previously announced “bought deal” private placement (the “Offering”) for aggregate gross proceeds of C$8,000,000, which includes the full exercise of the Underwriters’ over-allotment option. Under the Offering, the Company sold 7,500,000 federal flow-through units of the Company (the “FFT Units”) at a price of C$0.375 per FFT Unit and 12,500,000 Saskatchewan flow-through units of the Company (the “SFT Units”, and together with the FFT Units, the “FT Units”) at a price of C$0.415 per SFT Unit, for an aggregate of 20,000,000 FT Units at a blended price of C$0.40 per FT Unit.

 

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters that included Canaccord Genuity Corp., Haywood Securities Inc., SCP Resource Finance LP and Eight Capital (collectively, the “Underwriters”).

 

Each FT Unit consists of one common share of the Company (each, a “Common Share”) issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.40 at any time on or before October 31, 2026.

 

A total of 12,500,000 FT Units under the Offering (the “LIFE Units”), representing gross proceeds of C$5,000,000, were offered by way of the “listed issuer financing” exemption under Part 5A under National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada except for Quebec (the “Selling Jurisdictions”). The FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE Units are immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers’ resident in Canada. The remaining 7,500,000 FT Units sold under the Offering (the “Non-LIFE Units”) were offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Selling Jurisdictions. The FT Shares and Warrant Shares issuable from the sale of the Non-LIFE Units are subject to a restricted period in Canada ending on March 1, 2025.

 

In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$431,860, equal to 5.5% of the gross proceeds raised in respect of the Offering (except for gross proceeds raised from the sale of FT Units sold to purchasers on a president’s list (the “President’s List”), which were subject to a reduced 2.75% cash commission). The Company also issued to the Underwriters a total of 1,079,650 warrants of the Company (the “Broker Warrants”), equal to 5.5% of the number of FT Units sold pursuant to the Offering (except for those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 2.75%). Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.32 at any time on or before October 31, 2026.

 

The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin. The Offering remains subject to the final approval of the TSX Venture Exchange.

 

About F3 Uranium Corp.

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.

 

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2
 
Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com
 
ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO
 

Cautionary Statement: F3 Uranium Corp.

 

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering and the use of proceeds of the Offering. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

 

 

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; and other risks of the mining industry. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedarplus.ca. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/228374

 

 

 

Exhibit 99.28

 

  (Computershare)
  510 Burrard St, 3rd Floor
Date: October 31, 2024 Vancouver BC, V6C 3B9
  www.computershare.com
   

To: All Canadian Securities Regulatory Authorities
AMENDED – SEE HIGHLIGHTED

 

Subject: F3 URANIUM CORP.

 

Dear Sir/Madam:

 

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

 

Meeting Type : Annual General and Special Meeting
Record Date for Notice of Meeting : November 25, 2024
Record Date for Voting (if applicable) : November 25, 2024
Beneficial Ownership Determination Date : November 25, 2024
Meeting Date : January 15, 2025
Meeting Location (if available) : Kelowna, BC
Issuer sending proxy related materials directly to NOBO: Yes
Issuer paying for delivery to OBO: No
   
Notice and Access (NAA) Requirements:  
NAA for Beneficial Holders Yes
Beneficial Holders Stratification Criteria: Not Applicable
NAA for Registered Holders Yes
Registered Holders Stratification Criteria: Not Applicable
   

Voting Security Details:

 

Description CUSIP Number ISIN
COMMON SHARES 30336Y107 CA30336Y1079
COMMON RESTRICTED 4 MONTH HOLD 30336Y305 CA30336Y3059

 

Sincerely,

 

Computershare
Agent for F3 URANIUM CORP.

 

 

 

Exhibit 99.29

(LOGO) 

 

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUF
FSE: GL7

 

F3 Clarifies Tax Treatment of F4 Spin-Out Shares

 

Kelowna, British Columbia— (Newsfile Corp. – November 11, 2024) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUF) (“F3” or the “Company”) wishes to clarify the tax treatment of F4 Uranium shares distributed during the August 15, 2024, spin-out. These shares are not considered dividends for Canadian tax purposes.

 

The distribution was completed under Section 86 of the Income Tax Act, enabling a tax-deferred exchange. As part of the transaction, F3 shareholders exchanged their existing shares for new F3 shares and received a proportionate allocation of F4 shares. An independent analysis confirmed that no deemed dividend arises, as the paid-up capital (PUC) of F3 shares was adjusted accordingly.

 

Shareholders are advised to seek independent tax advice to understand individual implications. Additional information is available on F3’s website.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information 

Investor Relations 

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

 

 

 

Exhibit 99.30

 

Form 51-102F3
Material Change Report

 

Item 1 Name and Address of Company
   

F3 Uranium Corp. (formerly “Fission 3.0 Corp.”)
(the “Company”)
Suite 750 - 1620 Dickson Ave.
Kelowna, BC V1Y 9Y2

 

Item 2 - Date of Material Change
   

October 31, 2024

 

Item 3 News Release
   

A news release was issued and disseminated through news wire services on October 31, 2024 and filed on SEDAR+ (www.sedarplus.com ).

 

Item 4 Summary of Material Change
   

The Company closed a “bought deal” private placement for aggregate gross proceeds of C$8,000,000, issuing 7,500,000 federal flow-through units of the Company (the “FFT Units”) at a price of C$0.375 per FFT Unit and 12,500,000 Saskatchewan flow-through units of the Company (the “SFT Units”, and together with the FFT Units, the “FT Units”) at a price of C$0.415 per SFT Unit, for an aggregate of 20,000,000 FT Units at a blended price of C$0.40 per FT Unit.

 

Item 5 Full Description of Material Change
   

See attached news release at Schedule “A”

 

Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
   

Not applicable.

 

Item 7 Omitted Information
   

Not applicable.

 

Item 8 Executive Officer
   

The following senior officer of the Company is knowledgeable about the material change and this report:

 

Dev Randhawa, CEO & Chairman
Email: ir@fission3corp.com
Phone: 778-484-8030

 

Item 9 Date of Report
   

November 18, 2024

 

 

Schedule “A”

 

F3 Announces Closing of Private Placement for Aggregate Gross Proceeds of C$8 Million

 

Kelowna, British Columbia--(Newsfile Corp. – October 31, 2024) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3 Uranium” or the “Company”) is pleased to announce the closing of its previously announced “bought deal” private placement (the “Offering”) for aggregate gross proceeds of C$8,000,000, which includes the full exercise of the Underwriters’ over-allotment option. Under the Offering, the Company sold 7,500,000 federal flow-through units of the Company (the “FFT Units”) at a price of C$0.375 per FFT Unit and 12,500,000 Saskatchewan flow-through units of the Company (the “SFT Units”, and together with the FFT Units, the “FT Units”) at a price of C$0.415 per SFT Unit, for an aggregate of 20,000,000 FT Units at a blended price of C$0.40 per FT Unit.

 

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters that included Canaccord Genuity Corp., Haywood Securities Inc., SCP Resource Finance LP and Eight Capital (collectively, the “Underwriters”).

 

Each FT Unit consists of one common share of the Company (each, a “Common Share”) issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.40 at any time on or before October 31, 2026.

 

A total of 12,500,000 FT Units under the Offering (the “LIFE Units”), representing gross proceeds of C$5,000,000, were offered by way of the “listed issuer financing” exemption under Part 5A under National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada except for Quebec (the “Selling Jurisdictions”). The FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE Units are immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers’ resident in Canada. The remaining 7,500,000 FT Units sold under the Offering (the “Non-LIFE Units”) were offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Selling Jurisdictions. The FT Shares and Warrant Shares issuable from the sale of the Non-LIFE Units are subject to a restricted period in Canada ending on March 1, 2025.

 

In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$431,860, equal to 5.5% of the gross proceeds raised in respect of the Offering (except for gross proceeds raised from the sale of FT Units sold to purchasers on a president’s list (the “President’s List”), which were subject to a reduced 2.75% cash commission). The Company also issued to the Underwriters a total of 1,079,650 warrants of the Company (the “Broker Warrants”), equal to 5.5% of the number of FT Units sold pursuant to the Offering (except for those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 2.75%). Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.32 at any time on or before October 31, 2026.

 

The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin. The Offering remains subject to the final approval of the TSX Venture Exchange.

 

About F3 Uranium Corp.

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com
 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Cautionary Statement: F3 Uranium Corp.

 

This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, statements concerning the Company’s expectations with respect to the Offering and the use of proceeds of the Offering. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Company. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

 

Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of uranium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Company’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forwardlooking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company’s annual filings that are available at www.sedarplus.ca. The forward-looking statements included in this press release are made as of the date of this press release and F3 Uranium Corp. disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.

 

 

 

Exhibit 99.31

 

F3 Uranium Corp.
(the “Company”)

 

NOTICE OF CHANGE OF AUDITOR
(National Instrument 51-102 – Continuous Disclosure Obligations)

 

TO: British Columbia Securities Commission Alberta Securities Commission
   
AND TO: Davidson & Company LLP, Chartered Professional Accountants (“Davidson”) Charlton & Company, Chartered Professional Accountants (“Charlton”)
   
RE: Notice Regarding Change of Auditor Pursuant to Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”)
   

The Company hereby gives notice pursuant to section 4.11 of NI 51-102 as follows:

 

1.Effective October 24, 2024 (the “Effective Date”), Charlton has resigned as auditor of the Company at the request of the Company.

 

2.Davidson has been appointed as auditor of the Company to fill the vacancy, to hold office commencing on the Effective Date until the close of the next annual meeting of shareholders of the Company.

 

3.The resignation of Charlton and appointment of Davidson were considered and approved by the Company’s audit committee and board of directors.

 

4.There have been no modified opinions in the reports from Charlton on the Company’s financial statements for the period commencing at the beginning of the Company’s two most recently completed financial years and ending on the Effective Date.

 

5.In the opinion of the Company, as at the date hereof, there have been no reportable events (as defined in NI 51-102) in connection with the audits for the period commencing at the beginning of the Company’s two most recently completed financial years and ending on the Effective Date.

 

 

DATED this 24th day of October, 2024.

 

  F3 URANIUM CORP.  
       
  By:  “Laurie Thomas”  
    Name: Laurie Thomas  
    Title: Audit Chair  
       

[Signature Page to Notice of Change of Auditor]

 

 

 

Exhibit 99.32

 

(GRAPHICS)

 

October 24, 2024

 

Alberta Securities Commission
British Columbia Securities Commission

 

Dear Sirs / Mesdames:

 

Re:       F3 Uranium Corp. (the “Company”)
  Notice Pursuant to NI 51-102 - Change of Auditor
   

As required by the National Instrument 51-102 and in connection with our proposed engagement as auditor of the Company, we have reviewed the information contained in the Company’s Notice of Change of Auditor, dated October 24, 2024 (the “Notice”), and based on our knowledge of such information at this time, we agree with the information contained in the Notice pertaining to our firm.

 

Yours very truly,

 

(-s- DAVIDSON & COMPANY LLP)

 

DAVIDSON & COMPANY LLP
Chartered Professional Accountants

 

cc: TSX Venture Exchange

 

(GRAPHICS)

 

 

 

Exhibit 99.33

 

(CHARLTON COMPANY LOGO)

 

October 24, 2024

 

British Columbia Securities Commission
Alberta Securities Commission

 

Dear Sirs/Mesdames:

 

Re: F3 Uranium Corp. (“the Company”)
Notice Pursuant to NI 51 – 102 of Change of Auditor
 

In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated October 24, 2024 and agree with the information contained therein, based upon our knowledge of the information at this date.

 

Should you require clarification or further information, please do not hesitate to contact the writer.

 

Yours very truly,

 

(-s- CHARLTON & COMPANY)

 

CHARLTON & COMPANY
Chartered Professional Accountants

 

Vancouver, BC

 

SUITE 1111 | 1100 MELVILLE STREET | VANCOUVER, BC | V6E 4A6

 

 

 

Exhibit 99.34

 

(F3 URANIUM LOGO)

 

 

Condensed Interim Consolidated Financial Statements

 

F3 Uranium Corp.

 

For the Three Months Ended

September 30, 2024

 

 

 

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed consolidated interim financial statements for the three month period ended September 30, 2024.

 

Table of contents

 

Consolidated statements of financial position 1
   
Consolidated statements of loss and comprehensive loss 2
   
Consolidated statements of changes in shareholders’ equity 3
   
Consolidated statements of cash flows 4
   
Notes to the consolidated financial statements 5-36

Page 1

 

F3 Uranium Corp.
Condensed interim consolidated statements of financial position
(Expressed in Canadian dollars)

 

      September 30,   June 30, 
   Notes  2024
(unaudited)
   2024
(audited)
 
ASSETS      $    $ 
Current assets             
Cash and cash equivalents  15   24,573,439    33,616,475 
Amounts receivable  7   374,063    962,926 
Marketable securities  10   194,676    350,979 
Deposits      -    736,720 
Prepaid expenses      235,732    292,420 
Assets held for distribution  8   -    7,948,249 
       25,377,910    43,907,769 
Non-current assets             
Investment  10   295,476    433,225 
Right-of-use asset  9   56,400    63,167 
Exploration advances      -    - 
Exploration and evaluation assets  11   58,607,236    53,474,145 
TOTAL ASSETS      84,337,021    97,878,306 
              
LIABILITIES             
Current liabilities             
Accounts payable and accrued liabilities  16   1,126,438    3,248,073 
Shares to be issued      -    - 
Mineral exploration commitment  11   -    339,026 
Lease liability – short term  9   23,302    29,899 
Flow-through share premium  13   169,486    736,981 
       1,319,226    4,353,979 
Non-current liabilities             
Lease liability – long term  9   49,733    49,733 
Convertible debt  12   11,075,434    10,910,275 
Deferred income tax liability  12   8,362,000    8,362,000 
TOTAL LIABILITIES      20,806,393    23,675,987 
              
SHAREHOLDERS’ EQUITY             
Share capital  14   101,645,146    101,518,149 
Subscription receivable  14   -    - 
Reserves  14   32,874,117    30,801,355 
Equity portion of convertible debt  12   2,741,192    2,741,192 
Accumulated deficit      (73,729,827)   (60,858,377)
TOTAL SHAREHOLDERS EQUITY      63,530,628    74,202,319 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY      84,337,021    97,878,306 

 

Nature of operations (Note 1)

 

Commitments (Note 19)

 

Subsequent events (Note 21)

 

Approved by the Board of Directors and authorized for issuance on November 29, 2024:

 

“Devinder Randhawa”   “Terrence Osier”  
Director   Director  

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 1

 

F3 Uranium Corp.
Consolidated statements of loss and comprehensive loss
(Expressed in Canadian dollars - Unaudited)

 

   Notes   For the three
months ended
September 30,
2024
   For the three
months ended
September 30,
2023
 
EXPENSES        $    $ 
Accretion expense   12    503,387    - 
Business development        56,570    82,188 
Consulting and director fees   16    1,064,562    872,130 
Depreciation   9    6,768    10,081 
Exploration costs        4,935    - 
Office and administration        441,567    308,109 
Professional fees        152,392    187,457 
Public relations and communications        459,405    645,691 
Research and development   16    -    - 
Lease interest   9    2,182    5,442 
Share-based compensation   14,16    2,489,012    - 
Wages and benefits   16    159,564    105,086 
Net loss before other items        (5,340,345)   (2,216,184)
                
Other items:               
Flow-through share recovery tax   13    -    1,811,753 
Interest income        356,865    256,742 
Realized gain on marketable securities   10    -    (265,337)
Reorganization   6    (711,660)   - 
Change in fair value of marketable securities   10    (156,303)   - 
Write-off of deposits               
         (511,098)   1,803,158 
Loss and Comprehensive loss for the period        (5,851,443)   (413,026)
Basic and Diluted Loss Per Share        (0.01)   (0.00)
Weighted Average Number of Shares Outstanding – Basic and Diluted        484,764,310    401,346,903 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 2

 

F3 Uranium Corp.
Condensed interim consolidated statements of shareholders’ equity
Canadian dollars - Unaudited)

 

Share capital

 

   Number of
shares
   Amount   Reserves   Subscription
Receivable
   Equity
portion of
convertible
debt
   Accumulated
deficit
   Total 
       $   $   $   $   $   $ 
Balance, June 30, 2023   381,284,073    65,157,500    19,257,597    (26,000)   -    (40,143,969)   44,245,128 
Private placements   41,237,113    15,441,000    4,559,000    -    -    -    20,000,000 
Finders’ fees and share issuance costs   -    (1,164,830)   -    -    -    -    (1,164,830)
Brokers’ warrants   -    (495,000)   495,000    -    -    -    - 
Warrants and options exercised   28,797,168    6,327,101    (1,269,211)   -    -    -    5,057,890 
Conversion of RSUs   82,500    -    -    -    -    -    - 
Flow-through share premium   -    (2,886,598)   -    -    -         (2,886,598)
Subscription receivable   -    -    -    -    -    -    - 
Net loss for the period   -    -    -    -    -    (413,026)   (413,026)
Balance, September 30, 2023   451,400,854    82,379,173    23,042,386    (26,000)   -    (40,556,995)   64,838,564 
                                    
Balance, June 30, 2024   493,352,709    101,518,149    30,801,355    -    2,741,192    (60,858,377)   74,202,319 
Share issuance costs   -    (1,753)   -    -    -    -    (1,753)
Conversion of RSUs   50,000    16,250    (16,250)   -    -    -    - 
Reorganization        -    -    -    -    (7,020,007)   (7,020,007)
Shares for convertible debt interest   316,901    112,500    -    -    -    -    112,500 
Share-based compensation   -    -    2,489,012    -    -    -    2,489,012 
Gain on sale of mineral property   -    -    (400,000)   -    -    -    (400,000)
Net loss for the period   -    -    -    -    -    (5,851,443)   (5,851,443)
Balance, September 30, 2024   493,719,610    101,645,146    32,874,117    -    2,741,192    (73,729,827)   63,530,628 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 3

 

F3 Uranium Corp.
Condensed interim consolidated statements of cash flows
(Expressed in Canadian dollars - Unaudited)

 

   For the three
months ended
September 30,
2024
   For the three
months ended
September 30,
2023
 
   $   $ 
OPERATING ACTIVITIES          
Net loss   (5,851,443)   (413,026)
Non-cash items:          
Accretion expense   502,659    - 
Deferred income tax expense   -    - 
Depreciation and amortization   6,768    10,081 
Impairment of exploration and evaluation assets   -    - 
Interest on lease   3,227    (4,382)
Realized gain on marketable securities   -    265,303 
Share based compensation   2,489,012    - 
Flow-through share recovery   (567,495)   (1,811,753)
Reorganization   711,660    - 
Unrealized loss on marketable securities   156,303    - 
           
Changes in non-cash working capital items:          
Amounts receivable   588,863    (77,906)
Prepaid expenses and deposits   (10,987)   228,577 
Accounts payable and accrued liabilities   (2,346,634)   (650,261)
Cash flows used in operating activities   (4,318,066)   (2,453,367)
           
INVESTING ACTIVITIES         
Exploration and evaluation assets additions, net of recoveries   (4,918,816)   (6,644,911)
Purchase of investments   -    (215,554)
Proceeds from sale of plane investment   205,425      
Proceed from sale of marketable securities   -    341,486 
Cash flows used in investing activities   (4,713,391)   (6,518,979)
           
FINANCING ACTIVITIES         
Private placement proceeds   -    20,000,000 
Finders’ fees and share issuance costs   (1,753)   (1,164,830)
Warrants exercised   -    4,618,421 
Options exercised   -    439,473 
Lease payments   (9,825)   - 
Cash flows provided by financing activities   (11,578)   23,893,064 
           
Net change in cash and cash equivalents in the period   (9,043,035)   14,920,718 
Cash and cash equivalents, beginning of the period   33,616,476    17,723,499 
Cash and cash equivalents, end of the period   24,573,439    32,644,217 

 

Supplemental disclosure with respect to cash flows (Note 14)

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 4

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

1.Nature of operations

 

F3 Uranium Corp. (the “Company”) was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”). The Company’s principal business activity is the acquisition and exploration of mineral properties. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 750 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and is listed on the TSX Venture Exchange under the symbol FUU, and on the Frankfurt Stock Exchange under the symbol 2F3.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (also referred to as “F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), will remain with F3. On August 15, 2024 the Company completed a Plan of Arrangement (“Arrangement”) under the provision of the Canada Business Corporations pursuant to which the Properties of F3 were spun-out to F4 (Note 6).

 

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

 

These condensed interim consolidated financial statements (herein “consolidated financial statements”) have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at September 30, 2024 the Company had cash and cash equivalents of $24,573,439 (June 30, 2024 - $33,616,475) and a working capital balance of $24,058,684 (June 30, 2024 - $39,553,790). The Company believes it has sufficient resources to continue operations for the next twelve months.

 

2.Basis of presentation

 

(a)Statement of compliance

 

These consolidated financial statements are unaudited and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting (“IAS 34”) and do not contain all the information required for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2024 prepared in accordance with IFRS. These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on November 28, 2024.

 

(b)Basis of preparation

 

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Page 5

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

2.Basis of presentation (continued)

 

(c)Basis of consolidation

 

The consolidated financial statements of the Company include Fission Energy Peru S.A.C., which is 100% owned, has been inactive since 2020 and has no assets or liabilities. The Company consolidates the subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All intercompany balances and transactions are eliminated on consolidation.

 

3.Material accounting policy information

 

(a)Financial instruments Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Page 6

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company’s cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments.

 

(c)Foreign currency translation

 

These consolidated financial statements are presented in Canadian dollars. The financial statements for the Company’s subsidiary are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

 

The functional currency of the Company, and the Company’s subsidiary is the Canadian dollar.

 

Transactions and balances

 

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss. Non-monetary assets and liabilities are translated at their historical costs.

 

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

Page 7

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(c)Foreign currency translation (continued)

 

Foreign operations

 

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized in other comprehensive income/(loss). On disposal of a foreign operation, the component of other comprehensive income/(loss) relating to that particular foreign operation is recognized in profit or loss.

 

(d)Convertible debt

 

Under the Company’s convertible debentures policy, the host debt liability, equity conversion feature and other (when applicable) components of convertible debentures are presented separately on the statement of financial position, at initial recognition. The Company determines the carrying amount of the financial liability by discounting the stream of future payments at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows.

 

The liability component is then increased by accretion of the discounted amounts to reach the face value of the convertible debentures at maturity which is recorded in the statement of loss and comprehensive loss as accretion expense.

 

The carrying amount of other components (when applicable), such as warrants, is determined using the Black-Scholes Model. The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability and the carrying amounts of any other components (when applicable) from the amount of the convertible debentures, and is presented in equity as an equity component of convertible debentures.

 

The transaction costs are allocated between the liability and equity components, on a pro-rata basis according to their carrying amounts.

 

(e)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

Page 8

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(e)Exploration and evaluation assets (continued)

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

 

(f)Agents warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholders’ equity.

 

(g)Flow-through shares

 

The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow through share into i) a flow through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon qualifying expenditures being incurred, the Company derecognizes the liability and recognizes the premium as other income. Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-Back Rule, in accordance with the Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

Page 9

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(h)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis, based on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(i)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants consist of stock options and restricted share units (“RSUs”).

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted

 

(i)       Share-based payments (continued)

 

with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

 

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

Page 10

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(j)Research and development costs

 

Research Costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate all the following (i) The technical feasibility of completing the intangible asset so that the asset will be available for use or sale (ii) Its intention to complete and its ability and intention to use or sell the asset (iii) How the asset will generate future economic benefits (iv) The availability of resources to complete the asset (v) The ability to measure reliably the expenditure during development. During the period ended September 30, 2024 the Company did not meet these criteria, therefore all research and development expenditures were expensed as incurred in the following criteria therefore all research and development recognized as expenses.

 

(k)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

(l)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is similarly calculated except it is assumed that outstanding stock options and warrants, with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. Diluted loss per share does not adjust the loss attributable to common shareholders when the effect is anti-dilutive.

 

(l)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

Page 11

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(m)Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

 

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. Refer to Note 8.

 

(m)Asset Retirement Obligations

 

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its in situ recovery (ISR) projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability based on completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to the consolidated statement of loss and comprehensive loss in the period. The Company reviews and evaluates to asset retirement obligations annually or more frequently if deemed necessary.

 

4.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Page 12

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

4.Key estimates and judgements (continued)

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp., along with its subsidiaries, F4 Uranium Corp., and Fission Energy Peru S.A.C., is the Canadian Dollar. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes Option Pricing Model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

5.New accounting pronouncements

 

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

 

These amendments:

 

specify the rights and condition existing at the end of the reporting period are relevant in terming whether the Company has a right to defer settlement of a liability by at least twelve months;

 

provide that management’s expectations are not a relevant consideration as to whether the Company exercise its right to defer settlement of a liability; and

 

clarify when a liability is considered settled.

Page 13

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

5.New accounting pronouncements (continued)

 

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one year to annual reporting periods beginning on or after January 1, 2024 and is to be applied retrospectively.

 

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS18 before that date.

 

The Company has not yet determined the impact of these amendments on its consolidated financial statements.

 

6.Reorganization

 

The Company obtained a final order from the Supreme Court of British Columbia dated August 13, 2024 approving the Arrangement. The Arrangement was previously approved by shareholders of the Company at a special meeting on August 8, 2024. Under the terms of the Arrangement, holders of the Company’s common shares as of the close of business on August 14, 2024 (the day prior to the effective date of August 15, 2024), were entitled to receive: (i) one new common share of the Company and (ii) one-tenth of an F4 share for each common share held. All outstanding options, warrants, and restricted share units of the Company were adjusted according to the plan of arrangement, as detailed in F3’s management information circular dated June 28, 2024. Additionally, F4 is no longer a subsidiary of the Company.

 

The Company removed the carrying value of the assets transferred, and the recorded the difference between the fair value and the carrying value of the assets transferred as follows:

     
   $ 
Exploration and evaluation assets inclusive of deficiency deposits   8,131,667 
Reorganization loss   (711,660)
Warrants   (400,000)
Deficit   (7,020,007)
    - 

 

Holders of the Company’s stock options exchanged each previously held option for a new option to acquire a common share of the Company and a new option to acquire a common share of F4. The exercise price of the options in the Company were reduced by to reflect the comparative fair values of the Company and F4 on completion of the Arrangement.

 

Holders of the Company’s warrants, upon exercise of the warrants at the original exercise price, will receive one Company common share and 0.1 of a F4 common share. The Company, acting as agent for F4, shall collect and pay to F4 Uranium Corp an amount equal to 10% of the gross proceeds to reflect the comparative fair values of F3 and F4 on completion of the Arrangement.

Page 14

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

6.Reorganization (continued)

 

As a result, the Company’s warrant value was reduced by $400,000 based on relative proportion of the comparative fair values of the Company and F4 on completion of the Arrangement.

 

7.Amounts receivable
         
   As at September 30,
2024
   As at June 30,
2024
 
   $   $ 
Sales tax receivable   338,285    921,695 
Other receivables   35,779    41,231 
    374,064    962,926 

 

8.Assets held for distribution

 

Pursuant to the planned Spin-Out, the Company transferred the Properties to F4 in exchange for 49,366,951 shares of F4 being distributed to F3 shareholders. The distribution was approved by the Company shareholders at a special meeting of the Company shareholders held on August 8, 2024. The Properties were reclassified to assets held for distribution at June 30, 2024 at a value of $7,948,249.

 

9.Right-of-use asset and lease liability

 

On September 17, 2021, the Company entered a five-year office lease with an arm’s length landlord commencing November 1, 2021. For the first 36 months, the Company will pay $3,275 per month and for the remainder of the term the monthly payments will be $3,488. The Company has recognized a right-of-use (“ROU”) asset in respect to this lease, which is included in right-of-use asset on the statement of financial position.

 

Below is a summary of the activities related to right-of-use office lease asset for the indicated periods:

     
Cost  Right-of-use asset 
   $ 
As at June 30, 2023 and June 30, 2024   133,434 
Additions   - 
As at September 30, 2024   133,434 

Accumulated depreciation

 

     
Balance at June 30, 2023   44,478 
Depreciation   25,789 
As at June 30, 2024   70,267 
Depreciation   6,768 
As at September 30, 2024   77,035 
Net Book Value     
As at June 30, 2024   63,167 
As at September 30, 2024   56,399 

Page 15

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

9.Right-of-use asset and lease liability (continued)

 

The Company has also recognized a lease liability for this lease, which was initially measured at the present value of the future lease payments, discounted using the Company’s incremental borrowing rate of 18%.

 

Below is a summary of the activities related to lease liabilities for the following periods:

 

   Lease liability 
   $ 
Balance, June 30, 2023   102,852 
Interest   15,476 
Lease payments   (38,696)
Balance, June 30, 2024   79,632 
Interest   2,182 
Lease payments   (8,779)
Balance, September 30, 2024   73,035 
      
Current portion of lease liability   23,302 
Non-current lease liability   49,733 
Balance, September 30, 2024   73,035 

 

From July 1, 2024 to June 30, 2025, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes. From July 1, 2025 to the October 31, 2026 end of the lease, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes.

 

10.Marketable securities and investments

 

The Company’s marketable securities consist of investments in public company shares. A breakdown of the shares held was as follows:

 

Traction Uranium Corp.

         
   Number of Shares   Fair Value 
       $ 
Balance, June 30, 2023   3,628,171    1,269,860 
Sale of shares   (907,043)   (317,465)
Loss on change in fair value   -    (761,916)
Balance, June 30, 2024   2,721,128    190,479 
Loss on change in fair value   -    (68,028)
Balance, September 30, 2024   2,721,128    122,451 

Page 16

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

10.Marketable securities and investments (continued)

 

SKRR Exploration Inc.

         
   Number of Shares   Fair Value 
       $ 
As at June 30, 2023   1,000,000    175,000 
Acquisition (Note 10)   605,000    78,650 
Loss on change in fair value   -    (93,150)
Balance, June 30, 2024   1,605,000    160,500 
Loss on change in fair value   -    (88,275)
Balance, September 30, 2024   1,605,000    72,225 

 

During the year ended June 30, 2024, the Company received 605,000 shares of SKRR Exploration Inc. with a fair value of $78,650 as consideration for the sale of Clearwater West mineral property rights (Note 10).

 

During the year ended June 30, 2024, the Company sold 907,043 shares for net proceeds of $341,452, resulting in realized gain on sale of $23,987.

 

During the period ended September 30, 2024, there were no sales or purchases of additional shares.

 

Other investment

 

On May 29, 2023, the Company purchased a 3.125% undivided interest in a Cessna Citation CJ2+ from AirSprint Inc. for a total consideration of $217,672 ($160,000 USD); and a further $215,553 ($160,000 USD) was paid during the year ended June 30, 2024 for an additional 3.125% undivided interest. The undivided interest can be sold to a third party purchase at any time.

 

On August 19, 2024, the Company sold its 3.125% interest in the Cessna Citation CJ2+ for net proceeds of $196,678 CAD ($144,637 USD), plus $71,059 CAD in refunded overhead fees.

 

The consideration paid to purchase the interest was recorded as an investment.

 

11.Exploration and evaluation assets

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims.

 

The Company holds the Patterson Lake North Property, located in Saskatchewan, Canada. The Company holds a 100% interest in 51 claims (June 30, 2024 – 51 claims) at the Patterson Lake North Property.

Page 17

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

On August 15, 2024, the Company transferred the following agreements, claims, and concessions to F4 as part of the Arrangement:

 

(a)Clearwater West Property, Saskatchewan, Canada

 

The Company helds a 100% interest in 3 claims at the Clearwater West property.

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 ($50,000 received).

 

ii.The issuance of 1,000,000 common shares of SKRR (received with a fair value of $225,000) (Note 10).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (received with a fair value of $78,650) (Note 9). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024 (received cash June 4, 2024).

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

Page 18

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

12.Exploration and evaluation assets (continued)

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the year ended June 30, 2024, the total consideration received comprised $78,650 in SKRR shares, $39,500 in cash which were both offset against the capitalized exploration and evaluation expenditures, to reduce the $4,728 balance to $nil and the remainder of $113,422 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

(b)Wales Lake Property, Saskatchewan, Canada

 

The Company held a 100% interest in 31 claims at the Wales Lake Property.

 

(c)Key Lake Area, Saskatchewan, Canada

 

The Company held a 100% interest in 5 properties that comprise the Key Lake Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Bird Lake Property, 1 claim

 

(ii)Hobo Lake Property, nil claims

 

(iii)Lazy Edward Bay Property, 11 claims

 

(iv)Seahorse Lake Property, 3 claims

 

(v)Grey Island, 22 claims

 

(vi)Henderson Lake, 1 claim

 

(d)Hobo Lake

 

On January 16, 2024, F4 and CanAlaska Uranium Ltd. (“CanAlaska”) entered into a swap agreement, where the Company transferred all rights and interests in the Hobo Lake Property to CanAlaska, and CanAlaska transferred all rights and interests in the Patterson West Property to the Company (included in Patterson Lake North Property). The agreement was executed with no monetary consideration; instead, the exchange was based on equivalent values of the properties involved.

 

In exchange for the Hobo Lake Property, the Company received CanAlaska’s rights and title to their Patterson West claims, as well as a 2.5% net smelter royalty on the Hobo Lake Property of which 1% may be repurchased for $3,000,000. In exchange for the Patterson West Property, CanAlaska received the Company’s rights and title to their Hobo Lake Property claims, as well as a 2.5% net smelter royalty on the Patterson West property of which 1% may be repurchased for $3,000,000.

 

(e)Beaver River Property, Hearty Bay Property and Midas

 

The Company held a 100% interest in 2 properties that comprise the Beaverlodge/ Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Beaver River Property, 9 claims

 

(ii)Hearty Bay Property, 7 claims

 

(iii)Midas, nil claim

 

Based on the lack of planned expenditures on a certain claims, an impairment indicator was identified for the Midas property which includes its Thomson Lake and remaining North Shore claims.. During the year ended June 30, 2024, additional capitalized costs of $110,190 representing the carrying value of Hobo Lake was transferred to Patterson West as an acquisition cost.

Page 19

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada

 

The Company held a 100% interest in 29 claims in other uranium properties in and around the Northeast Athabasca Basin area.

 

Murphy Lake Option Agreement

 

On May 29, 2024, the Company entered into a definitive agreement with Canadian GoldCamps Corp. (“GoldCamps”), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company’s Murphy Lake Property.

 

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended June 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company on July 26, 2024 (unpaid). In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:

 

i.$150,000 on or before the date that is six (6) months after the July 26, 2024;

 

ii.$150,000 on or before the date that is twelve (12) months after the Initial July 26, 2024;

 

iii.$150,000 on or before the date that is eighteen (18) months after the July 26, 2024; and

 

iv.$150,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

 

i.total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the July 26, 2024; and

 

ii.additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

All expenditures required to be made by GoldCamps may either make the required expenditures or pay the Company in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to this option agreement.

 

In order to maintain the option agreement in good standing, GoldCamps shall, on or before the date that is ten (10) business days after the date that Canadian GoldCamps has completed one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date. All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four- month resale restriction imposed by applicable securities legislation. Failure to issue the common shares to F4 in accordance with the schedule will result in the termination of the Initial Option.

 

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

Page 20

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

Murphy Lake Option Agreement (continued)

 

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

 

i.pay $250,000 on or before the date that is thirty (30) months after the July 26, 2024;

 

ii.pay $250,000 on or before the date that is thirty-six (36) months after July 26, 2024; and

 

iii.incur additional expenditures of $8,000,000 on or before the date that is thirty-six (36) months after the July 26, 2024.

 

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter royalty (“NSR Royalty”), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (“Traction”) whereby Traction has the opportunity to acquire up to a 70% interest in two properties controlled by the Company: the Hearty Bay Project and the Lazy Edward Bay Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Hearty Bay Option Agreement (the “Hearty Bay Agreement”), the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period ($150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. During the year ended June 30, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at June 30, 2024, the Company incurred $1,660,974 in eligible expenditures and has a commitment to spend the remaining $339,026. For the year ended June 30, 2024, the amount is included in accounts payable.

Page 21

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

On July 15, 2024, the Company returned the remaining $339,026 commitment to Traction due to unfavorable weather conditions that impeded the completion of exploration work.

 

During the year ended June 30, 2024, $479,881 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss relating to the Hearty Bay Property.

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter return royalty (“NSR”) on the property.

 

During the year ended June 30, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $Nil.

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i)Pay cash payments to the Company of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

 

ii)Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. The Company will retain a 2.0% NSR on the property.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

Page 22

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

As at September 30, 2024    
   Patterson 
   Lake North 
   Property 
   $ 
Acquisition costs     
Balance, beginning of year   52,543 
Additions   - 
Balance, end of year   52,543 
Exploration costs     
Balance, beginning of year   53,421,602 
      
Incurred during the year     
Drilling   4,812,162 
Camp costs and exploration costs   279,220 
Geological costs   - 
Geophysics costs   38,765 
Land retention and permitting   1,773 
General   340 
Reporting and survey   831 
Additions   5,133,091 
      
Total   58,607,236 

Page 23

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

As at June 30, 2024    
   Clearwater   Patte rson       Beaverlodge /   North East     
   West   Lake North   Key Lake   Uranium City   Athabasca     
   Property   Property   Area   Area   Basin Area   Total 
   $   $   $   $   $   $ 
Acquisition costs                              
Balance, beginning of year   -    52,543    53,961    38,017    15,574    160,095 
Additions   -    -    -    -    -    - 
Balance, end of year   -    52,543    53,961    38,017    15,574    160,095 
Exploration costs                              
Balance, beginning of year   -    22,636,476    1,387,203    594,111    4,984,220    29,602,010 
Incurred during the year                              
Drilling   3,528    26,919,870    4,912    604,537    6,054    27,538,901 
Camp costs and exploration costs   -    2,550,437    -    65,000    236    2,615,673 
Geological costs   -    4,728    -    126,759    163    131,650 
Geophysics costs   510    2,416,904    1,105    179,155    18,703    2,616,377 
Land retention and permitting   690    10,345    32,484    1,434    9,495    54,448 
Reporting and survey   -    64,858    31,206    10,667    32,330    139,061 
Additions   4,728    31,967,142    69,707    987,552    66,981    33,096,110 
Property swap   -    110,190    (110,190)   -    -    - 
Recovery of costs   (4,728)   -    -    (1,331,093)   (100,000)   (1,435,821)
Balance, end of year   -    54,713,808    1,346,720    250,570    4,951,201    61,262,299 
Reclassified to assets held for distribution        (1,292,206)   (1,400,681)   (288,587)   (4,966,775)   (7,948,249)
Total   -    53,474,145    -    -    -    53,474,145 

Page 24

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

12.Convertible debt

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture financing (the “Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865 (Note 11).

 

The following table summarizes the accounting for the convertible note during the period ended September 30, 2024:

         
   Liability
Component
   Equity
Component
 
   $   $ 
Balance – June 30, 2023   -    - 
Initial recognition   10,495,578    3,755,057 
Deferred income tax effect   -    (1,013,865)
Accretion   1,361,197    - 
Interest   (946,500)   - 
Balance – June 30, 2024   10,910,275    2,741,192 
Accretion   502,659    - 
Interest   (337,500)   - 
Balance – September 30, 2024   11,075,434    2,741,192 

 

The Company settled $112,500 of accrued Denison interest payable on July 24, 2024, through the issuance of 316,901 shares of the Company.

 

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a 18% discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component, less deferred income tax adjustments.

Page 25

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

13.Flow-though share premium liability

 

A summary of the changes in the Company’s flow-though share premium liability is as follows:

         
Flow-Through Share Premium Liability  June 30, 2024   June 30, 2024 
   $   $ 
Opening balance   736,981    2,415,671 
Flow-through share premium on issuance of flow-through common share units   -    1,474,214 
Settlement of flow-through share premium liability on expenditures incurred   (567,495)   (3,152,904)
    169,486    736,981 

 

14.Share Capital and other capital reserves

 

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

 

(a)Share issuances

 

For the period ended September 30, 2024

 

There were no private placement financings during this period.

 

For the year ended June 30, 2024

 

On May 30, 2024, the Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $733,415 in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $8,349,415 was recorded in share capital in relation to the common shares and $1,725,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%. A total of $132,340 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,474,214 was attributed to the flow-through premium liability (Note 12).

Page 26

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share Capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $152,000 was recorded as share issuance costs using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%.

 

November 27, 2023

 

On November 27, 2023, the Company issued 380,518 common shares valued at

 

$155,865 as part of the financial advisory fees related to the convertible debenture agreement with Denison Mines Corp. (Note 11).

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,164,830 in finders fees and share issuance costs in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025. The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.285%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $15,793,000 was recorded in share capital in relation to the common shares and $4,207,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. A total of $245,022 was reclassified from unit issuance costs to reserves for the proportionate share of warrants in the units issued.

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $Nil was attributed to the flow-through premium liability (Note 12).

Page 27

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued) Exercise of warrants and options

 

During the three months ended September 30, 2024

 

There were no options or warrants exercised in this period.

 

During the year ended June 30, 2024

 

During the year ended June 30, 2024, the Company issued 41,493,674 common shares for the exercise of warrants at prices ranging from $0.13 to $0.26 per share for gross proceeds of $9,181,616. The $26,000 in subscriptions receivable at June 30, 2023 was received during the current year in connection to the exercised warrants. The fair value of warrants exercised, $3,329,459 was reclassified to share capital from reserves.

 

During the year ended June 30, 2024, the Company issued 8,849,496 common shares for the exercise of options at prices ranging from $0.12 to $0.33 per share for gross proceeds of $1,399,737. The fair value of options exercised, $1,211,818 was reclassified to share capital from reserves.

 

(b)Stock options and warrants

 

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company’s closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

 

Stock option and warrant transactions are summarized as follows:

 

   Stock options   Warrants 
   Number
outstanding
   Weighted
average
exercise price
   Number
outstanding
   Weighted
average
exercise
price
 
       $       $ 
Balance, June 30, 2023   29,895,856    0.26(1)   58,182,085    0.36 
Granted   22,765,000    0.43(1)   32,744,406(2)   0.51 
Expired, cancelled or forfeited   (1,038,067)   0.13(1)   (1,380,078)   0.25 
Exercised   (8,849,496)   0.17(1)   (41,493,674)(2)   0.22 
Net settlement   (324,652)   0.16(1)   -    - 
Re-administered   405,900    0.12(1)   45,009(2)   0.21 
Balance, June 30, 2024   42,854,541    0.33(1)   48,097,748(2)   0.49 
Balance, September 30, 2024   42,854,541    0.22    48,097,748(2)   0.49 

 

(1)These prices reflect the exercise prices prior to the closing the Arrangement.

 

(2)Pursuant to the reorganization on August 15, 2024 (note 6), the terms of the warrants at that date were modified such that warrant holders will receive a common share of the Company and 0.1 of an F4 common share on exercise of the warrant. The Company, acting as agent for F4, shall collect and pay to F4 an amount equal to 10% of the gross proceeds to reflect the comparative fair values of the Company and F4 on completion of the Arrangement. It was determined that there were no material adjustments necessary on modification of the warrant terms.

Page 28

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(b)Stock options and warrants (continued)

 

As at September 30, 2024, stock options and warrants were outstanding as follows:

              
Stock Options             
Number
outstanding
   Exercise
price
   Number of
vested options
   Expiry date 
    $         
 600,000    0.108    600,000    October 18, 2024* 
 3,833,333    0.081    3,833,333    September 2, 2026 
 3,816,667    0.108    3,816,667    October 12, 2026 
 600,000    0.128    600,000    October 18, 2026 
 3,473,333    0.135    3,473,333    March 8, 2027 
 7,766,208    0.223    5,099,541    April 6, 2028 
 12,765,000    0.277    6,382,500    December 15, 2028 
 10,000,000    0.304    5,000,000    January 12, 2029 
 42,854,541         28,805,374      

 

*Expired unexercised.

 

The weighted average remaining life of the stock options is 3.47 years.

              
Warrants             
Number
outstanding
   Exercise
price
   Number of
vested warrants
   Expiry date 
    $         
 1,071,427    0.42    1,071,427    December 21, 2024 
 1,515,957    0.35    1,515,957    May 26, 2025 
 20,618,556    0.485    20,618,556    September 12, 2025 
 2,239,690    0.485    2,239,690    September 12, 2025 
 12,765,958    0.47    12,765,958    May 26, 2026 
 8,928,571    0.56    8,928,571    May 30, 2026 
 957,589    0.56    957,589    May 30, 2026 
 48,097,748         48,097,748      

 

The weighted average remaining life of the warrants is 1.26 years.

Page 29

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(c)Share-based compensation

 

All options are recorded at fair value using the Black-Scholes option pricing model. During the year ended June 30, 2024, the Company granted 22,765,000 stock options. Pursuant to the vesting schedule of options granted, during the year ended June 30, 2024 share-based compensation of $6,293,275 was recognized in the consolidated statement of loss and comprehensive loss and a further $426,051 was recognized to August 15, 2024. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

   
  June 30,
2024
Risk-free rate 3.57%
Expected life 5
Expected volatility 102.10%
FV granted price $0.34

 

On August 15, 2024, pursuant to the Arrangement, all the Company’s options were replaced with options with a lower exercise price which was considered a new option grant. Pursuant to the vesting schedule of options granted that were previously fully vested, during the period ended September 30, 2024, share-based compensation of $716,099 was recognized in the consolidated statement of loss and comprehensive loss with a further $1,208,945 recognized for options subject to vesting provisions.

 

The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

   
  September 30,
2024
Risk-free rate 2.74%
Expected life 1.04 years
Expected volatility 130.18%
FV granted price $0.25

 

(d)Restricted stock units

 

The Company has adopted a restricted share unit plan (the “RSU Plan”), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 41,103,400 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

Page 30

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

On December 12, 2022, the Company granted 30,127,618 RSUs to directors, officers, consultants and employees of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on January 1, 2023, January 1, 2024 and January 1, 2025. The fair value of these RSUs was determined to be $7,983,819 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 12, 2022, the Company granted 65,000 RSUs to a consultant of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in two one-half tranches on January 1, 2023 and May 1 2023. The fair value of these RSUs was determined to be $17,225 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On January 23, 2023, the Company granted 150,000 RSUs to an advisor of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 1, 2023, July 1, 2024 and July 1, 2025. The fair value of these RSUs was determined to be $48,750 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On July 24, 2023, the Company granted 1,000,000 RSUs to a key employee. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 27, 2024, January 27, 2025 and July 27, 2026. The fair value of these RSUs was determined to be $365,000 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 15, 2023, the Company granted 12,590,000 RSUs to officers, directors, employees and consultants. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on December 15, 2024, December 15, 2025 and December 15, 2026. The fair value of these RSUs was determined to be $5,665,500 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

Pursuant to the vesting schedule of RSUs granted during the period ended September 30, 2024 share-based compensation of $137,917 (September 30, 2023 - $Nil) was recognized in the consolidated statement of loss and comprehensive loss.

Page 31

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

The continuity of RSUs are summarized below:

     
   Number of RSUs 
Balance as at June 30, 2023   24,243,451 
RSUs granted   13,590,000 
Converted to shares   (2,250,692)
Cancelled   (2,380,382)
Balance as at June 30, 2024   33,202,377 
Exercised   (50,000)
Balance as at September 30, 2024   33,152,377 

 

As at September 30, 2024, there were 9,448,171 (June 30, 2024 – 9,448,171) RSUs vested and pending issuance. During the year ended June 30, 2024, 2,250,692 (June 30, 2023 – 4,465,833) common shares were issued for the conversion of RSUs and $599,477 (June 30, 2023 - $1,183,446) was transferred from reserves to share capital.

 

15.Supplemental disclosure with respect to cash flows
         
   September 30,
2024
   June 30,
2024
 
   $   $ 
Cash   24,504,439    33,547,475 
Cash equivalents   69,000    69,000 
    24,573,439    24,573,439 

Page 32

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

16.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel.

         
   September 30,   September 30, 
   2024   2023 
   $   $ 
Compensation costs          
           
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel   707,959    990,483 
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel   1,784,741    - 
    2,492,700    990,483 
           
Exploration and evaluation expenditures   374,708    192,240 
Total   2,867,408    1,182,723 

 

Included in accounts payable at September 30, 2024 is $64,190 (June 30, 2024 - $85,398) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $104,762 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

These transactions were in the normal course of operations.

 

17.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at September 30, 2024 and June 30, 2024, all of the Company’s assets were in Canada.

 

18.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares, stock options, RSUs and warrants.

Page 33

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

18.Capital management (continued)

 

Changes in the equity accounts of the Company are disclosed in the consolidated statements of shareholders equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or debt or dispose of assets. The issuance of common shares or issuance of debt requires approval of the Board of Directors. The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions. The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

19.Financial instruments and risk management

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, deposits, investments, accounts payable and accrued liabilities, and convertible debt. Cash and cash equivalents and deposits are measured at amortized cost, and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying value is considered to be a reasonable approximation of fair value due to the short-term nature. For the convertible debt, the fair value approximates the carrying value due to the market rate of interest used by the Company.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at September 30, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

Page 34

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

19.Financial instruments and risk management (continued)

 

Risk management (continued)

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities, convertible debt and lease liability. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the

 

Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

            
   Maturity  September 30,   June 30 
   Dates  2024   2024 
      $   $ 
Accounts payable and accrued liabilities  < 12 months   1,126,438    3,248,073 
Convertibe debt  > 12 months   11,075,438    10,910,275 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As of September 30, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(d)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(e)Commodity price risk

 

The Company is still in the exploration stage, and therefore commodity prices are not reflected in operating financial results. However, fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration activities.

Page 35

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

20.Commitments

 

During the period ended September 30, 2024, the Company entered into various consulting agreements with consultants and officers to provide various services. In the event of termination without cause or a change of control, the Company is committed to paying severance. This severance ranges from six months of consulting fees, with an additional one month of fees for each twelve months of service to three years of fees (the “Severance Period”). In the event there is a change in control and these individuals are terminated within the Severance Period, the Company will be liable to cover $4,137,000 in termination fees.

 

21.Subsequent events

 

Investment into F4 Uranium Corp.

 

The Company purchased 6,250,000 shares of F4 on October 11, 2024, in the amount of $937,500 through a private placement.

 

Private Placement

 

On October 31, 2024, the Company closed a fully-brokered “bought deal” private placement for aggregate gross proceeds of C$8,000,000, which includes the full exercise of the Underwriters’ over-allotment option. Under the Offering, the Company sold 7,500,000 federal flow-through units of the Company (the “FFT Units”) at a price of C$0.375 per FFT Unit and 12,500,000 Saskatchewan flow-through units of the Company (the “SFT Units”, and together with the FFT Units, the “FT Units”) at a price of C$0.415 per SFT Unit, for an aggregate of 20,000,000 FT Units at a blended price of C$0.40 per FT Unit.

Page 36

 

 

Exhibit 99.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(F3 URANIUM LOGO)

 

 

Management’s Discussion & Analysis

 

F3 Uranium Corp.

 

For the First Quarter Ended

 

September 30, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of November 29, 2024, should be read in conjunction with the condensed interim financial statements for the period ended September 30, 2024 and the audited consolidated financials for the year ended June 30, 2024 along with the accompanying notes of F3 Uranium Corp. (the “Company”).

 

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com. Further information including news releases and property maps are available on the Company’s website at www.fission3corp.com, or by requesting further information from the Company’s head office located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., Vice President Exploration of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host high grade uranium. The preference is to evaluate early-stage properties with the potential to host high grade uranium at shallow depths and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means.

 

The Company has approximately 42,961 ha of exploration properties with uranium potential in Saskatchewan in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FISOF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Corporate goals

 

Overall

 

The Company’s goals are to discover an economic uranium deposit through exploration and to develop it. In addition, the Company will use its award-winning technical team to continually identify, evaluate and stake mineral claims in the Athabasca Basin that are prospective for high-grade uranium for exploration at a later stage. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Fission Uranium’s shallow, high-grade uranium discovery at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radon surveys, underwater spectrometer analysis and radiometric airborne surveys; the same technology used to identify the high-grade boulder field at PLS.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Spin-out of F3 Uranium Corp.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 42,961 hectares, will remain with F3. It is expected that the Spin-Out will be affected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act.

 

Subsequently, On August 15, 2024, F3 completed the Spin-Out of F4 Uranium Corp.

 

Summary of significant accomplishments and corporate developments for the first quarter ended September 30, 2024

 

Resource/in-fill drilling at the A1 shear-hosted JR Uranium Zone and exploration drilling along the A1 and B1 shear/conductor trends continued with the summer 2024 diamond drilling program at the PLN Property. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-161 on line 035S which returned 10.5 m of 2.66% U3O8, including a high grade 2.0 m interval averaging 12.0% U3O8, further including an ultra-high-grade core of 0.5 m of 20.7% U3O8. Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m.

 

Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m. In addition, exploration drilling south of the Harrison Fault discovered the extension of the A1 shear 400 m beyond its previously interpreted southern extent, and 3.2 km south of the JR Zone.

Page | 2

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Step-out drilling confirmed the extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. This discovery increased the highly prospective B1 conductive trend by 80% over the previous strike length.

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at September 30, 2024 is shown below:

 

Property Location Ownership Claims Hectares Stage Carrying value
PLS Area            
Patterson Lake North

Athabasca Basin Region, SK

100%

2

4,074

3

53,334,672

Broach Athabasca Basin Region, SK 100% 17 19,023 3 112,090
Minto Athabasca Basin Region, SK 100% 23 19,864 3 863
Total: PLS Area     42 42,961   53,447,625
             
Totals     42 42,961   53,447,625

 

Exploration Stage:

 

1.Prospecting (none at September 30, 2024)

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling (none at September 30, 2024)

 

3.Drilling

 

The Company’s properties are located within the southwest Athabasca Basin Region, also referred to here as the PLS Area, an emerging mining district that includes Fission Uranium Corp’s Triple R uranium deposit and NexGen Energy Ltd.’s Arrow uranium deposit. This area is prospective for near surface uranium mineralization in both basement and unconformity hosted models.

 

The PLS Area is a key focus for the company and includes 42,961 hectares in three properties.

 

PLS Area, Canada

 

The PLS Area has been the focus of two of the most significant, recently discovered deposits in the Athabasca Basin; Fission Uranium’s Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The PLS Area portfolio consists of 42 claims and 42,961 ha on three properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Fission Uranium’s Triple R deposit.

 

Recent developments on the PLS Area properties include:

 

Patterson Lake North (PLN) Property

 

The PLN property consists of 2 claims covering 4,074 ha and is located 17 km to the north of Fission Uranium’s PLS high-grade Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

 

A summary of exploration activity on the PLN property is as follows:

 

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

Page | 3

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m within 0.012% U3O8 over 6.0 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization. In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor. All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

 

A fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

 

This drilling program totalling 7,575 m expanded the known length of the JR Zone to 105 m.

Page | 4

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

 

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

 

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra-high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of 10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra-high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up-dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity. PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade 0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

 

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandsone immediately above the JR Zone, 3.5 km away. Hole PLN23-095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093. PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

 

By September 19, 2023 the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the southeast than the previously defined historical A1 and parallel and offset B1 conductors.

 

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023. The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101. PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

Page | 5

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23-101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

 

The fall 2023 drill program concluded on December 11, 2023 with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

 

The winter drill program ran between January – April 2024 with a total of 12,100.0 m in 30 completed diamond drillholes and 38 completed sonic drill pre-casings.

 

The JR Zone continued to deliver high-grade intercepts including PLN23-116 on line 075S, with 12.0 m of 7.6% U3O8 from 224.0 m to 236.0 m, including 8.0 m of 11.2% U3O8 and 2.0 m of 31.4% U3O8. Also hole PLN24-137 which returned 15.0 m of 3.2% U3O8, including a high grade 2.5 m interval averaging 18.6% U3O8, further including the ultra-high grade core with 1.5 m of 30.3% U3O8. Further south along the A1 conductor/shear hole PLN24-131 on line 795S intersected 0.5 m of 0.010% U3O8 between 252.5 m and 253.0 m. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the development of the Athabasca Basin. Highlights from the B1 shear zone included hole PLN24-122 collared on line 3450S that returned 0.5 m of 0.022% U3O8 from 596.5 m to 597.0 m.

 

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. Interpreted results of this survey are pending.

 

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, was completed in the early summer of 2024. A total of 11,408 stations were measured within the PLN claims. Final interpretation is pending.

 

A summer drill program is ongoing along the A1 & B1 shear zones. As of November 24, 2024 a total of 21,753.3 m had been drilled in 47 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include a drill-confirmed extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. In addition, exploration drilling south of the Harrison Fault discovered the extension of the A1 shear 400 m beyond its previously interpreted southern extent, and 3.2 km south of the JR Zone. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-161 on line 035S which returned 10.5 m of 2.66% U3O8, including a high grade 2.0 m interval averaging 12.0% U3O8, further including an ultra-high-grade core of 0.5 m of 20.7% U3O8.

Page | 6

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m. Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m.

 

Broach Property

 

The Broach Property comprises 17 claims totaling 19,023 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

 

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Fission Uranium’s Triple R deposit and NexGen’s Arrow Deposit.

 

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

 

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

 

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected ’sandstone chimney’ alteration that was indicated by the ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

 

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

 

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 12,710 stations were measured within the Broach claims. Final interpretation is pending.

 

A summer 2024 drill program targeting the A1 and B1 shear zones at PLN is ongoing and one hole, PLN24-182, was drilled within the Broach claims, targeting an interpreted extension of the B1 shear to the southeast.

Page | 7

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

PLS Area, Canada (continued)

 

Minto Property

 

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

 

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong ‘late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

A single test line of ground magneto-tellurics (MT) was completed over the ‘N’ conductor in October 2013.

 

During winter-spring 2014 surveys in the A4 Extension area and the ‘N’ conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted to define drill targets.

 

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the ‘N’ conductor target. A total of 1,157 m was drilled. The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 1,748 stations were measured within the Minto claims. Final interpretation is pending.

Page | 8

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply / demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011.

 

Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed:

 

Country In Operation Under construction Planned Proposed
China 48 14 42 168
India 22 7 14 28
Russia 39 3 24 22
USA 94 2 3 18
Canada 19 - - 2
Japan 33 2 1 8
Saudi-Arabia - - - 16
South Korea 24 4 - 2
Ukraine 15 2 - 2
Others 148 19 20 59
Total 442 53 104 325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020)

Page | 9

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others. It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production. This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward.

 

U3O8 prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC – the world’s largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations.

 

This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

Page | 10

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require frontloading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price. It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities – thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

 

Additionally, with its ongoing shutdown of McArthur River and prior suspension of Cigar Lake, Cameco will continue to have to buy significant pounds in the spot market. As of its most recent quarterly update, Cameco claims that it is the world’s largest purchaser in the spot market and has acquired over 50mm lbs from the spot market to date.

 

Uranium demand/supply fundamentals

 

(LINE GRAPH)

 

(Source: EIA, Euratom - Future contract coverage rates)

Page | 11

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Emerging Demand – Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

 

China – driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium. Additional long-term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

Page | 12

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

  

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

 

(LINE GRAPH)

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

However, we continue to see improvements. Japan is currently operating a total of nine reactors, of which two were first restarted in 2015 and seven more have restarted since. A further 18 reactors are currently in the restart approval process with 16 of them already clearing government requirements for restart. This is in addition to the two reactors under construction and nine new reactors being planned or proposed. With reactors coming back online and plans to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

While the first wave of reactor restarts in Japan is not expected to immediately increase uranium demand as they would likely draw from existing inventory, it should increase confidence that Japan’s utility companies most likely will not sell their uranium fuel stockpiles into the market.

Page | 13

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its McClean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs). With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 14

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

  

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

Recently, conflict between the United States and Iran has resulted in accusations of Iran breaking the 2015 agreement that limited its nuclear program, taking the first step toward re-imposing United Nations sanctions. The European countries started the clock on what is anticipated to be 60 days of negotiations with Iran about coming back into full compliance with the nuclear deal. If they cannot resolve their dispute under the agreement, the United Nations could revive sanctions on Iran that had been suspended, including an arms embargo.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

Page | 15

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S. While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit

Page | 16

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Uranium market

 

(MAP) 

 

(Source: UxC LLC, www.uxc.com: November 2020)

  

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars.

 

June 30,

2,024

 

June 30,

2023

  

June 30,

2022

 
$  $   $ 
Net loss
   (20,714,408)   (10,175,600)   (5,670,125)
Total assets   97,878,306    50,447,412    29,936,942 
Current liabilities   4,353,979    4,162,660    1,459,298 
Shareholders’ equity   74,202,319    44,245,128    28,274,791 
Basic and diluted loss per common share   (0.03)   (0.03)   (0.02)

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

Page | 17

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Summary of quarterly results (continued)

 

 

 

 

September 30,
2024

 

June 30,

2024

  

March 31,

2024

  

December 31,

2023

 
$  $   $   $ 
Exploration and evaluation assets   58,607,236    53,474,145    54,370,172    43,963,819 
Working capital   24,058,684    39,553,790    32,102,384    43,650,451 
Net income (loss)   (5,851,443)   (3,152,423)   (17,515,539)   366,581 
Net profit (loss) per share basic and diluted   (0.01)   (0.01)   (0.04)   0.00 
                     
   September 30,   June 30,   March 31,   December 31, 
   2023   2023   2023   2022 
    $    $    $    $ 
Exploration and evaluation assets   37,796,929    29,762,105    27,601,450    20,479,620 
Working capital   28,842,003    16,277,693    7,413,153    10,938,769 
Net income (loss)   (413,026)   (2,736,278)   1,989,809    (8,927,659)
Net profit (loss) per share basic and diluted   (0.00)   (0.01)   0.01    (0.03)

 

Net loss in the current quarter was affected by the recognition of share-based compensation of $5,851,443 due to the options vesting, the issuance of replacement options pursuant to the Arrangement. The current quarter saw an increase in accretion expense, consulting and director fees, share-based compensation, marketing and wages to support increased exploration operations. Quarter to quarter variances are due to fluctuations corporate and exploration activity driven by cash timing of exploration programs and corporate initiatives. There will be continued volatility quarter to quarter in light of this. 

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three months ended September 30, 2024

 

The Company had a net loss of $5,851,443 for the three months end September 30, 2024 compared to net loss of $413,026 for the comparable prior period. The change in net loss is primarily attributable to the following factors:

 

Share-based compensation increased in the current period due to increased share activity described above.

 

Consulting and directors’ fees, office and administration, and wages and benefits increased due to increased operating activity.

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

Page | 18

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at September 30, 2024 the Company had cash and cash equivalents of $33,616,475 and a working capital balance of $24,058,684. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

Convertible Debenture

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture (“Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865.

 

The Company will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the Company’s 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of a change of control transaction, the Company may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.

Page | 19

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel. 

 

   September 30,   September 30, 
   2024   2023 
   $   $ 
Compensation costs          
           
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel   707,959      990,483 
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel   1,784,741    - 
    2,492,700    990,483 
           
Exploration and evaluation expenditures   374,708    192,240 
Total   2,867,408    1,182,723 

  

Included in accounts payable at September 30, 2024 is $64,190 (June 30, 2024 - $85,398) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $104,762 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

Outstanding share data

 

As at the date of this document, the Company has 493,719,610 common shares issued and outstanding, 42,254,541 incentive stock options outstanding with exercise prices ranging from $0.081 to $0.304 per share, 48,097,748 warrants outstanding with exercise prices ranging from $0.35 to $0.56 per share, and 33,152,377 restricted stock units outstanding.

 

Financial instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Page | 20

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

The Company classifies its financial instruments as follows: 

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

 Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

Page | 21

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at September 30, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

  Maturity September 30, June 30
Dates 2024 2024
    $ $
Accounts payable and accrued liabilities < 12 months 1,126,438 3,248,073
Convertibe debt > 12 months 11,075,434 10,910,275

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at September 30, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(d)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

Page | 22

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

(e)Commodity price risk

 

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes option pricing model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

Page | 23

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Key estimates and judgments (continued)

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

Material accounting policy information

 

A summary of the Company’s material accounting policy information is included in Note 3 of the condensed interim consolidated financial statements for the period ended September 30, 2024.

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

Page | 24

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the first quarter ended September 30, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 25

 

 

Exhibit 99.36

 

Form 52-109FV2

Certification of Interim Filings
Venture Issuer Basic Certificate

 

I, Dev Randhawa, Chief Executive Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended September 30, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: November 29, 2024

 

/s/ Dev Randhawa
   
Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)       controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)     a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1 

 

 

Exhibit 99.37

 

Form 52-109FV2

Certification of Interim Filings
Venture Issuer Basic Certificate

 

I, Ryan Cheung, Chief Financial Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended September 30, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: November 29, 2024

 

/s/ Ryan Cheung
   
Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)      controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)    a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52- 109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1 

 

 

Exhibit 99.38

 

F3 Hits 4.5m of 50.1% U3O8 Within 30.9% Over 7.5m at JR

 

Kelowna, British Columbia--(Newsfile Corp. - December 3, 2024) - F3 Uranium Corp. (TSV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce rush assay results for drillhole PLN24-176 (see NR September 10, 2024) of the ongoing 2024 drill program on the PLN Property which returned 7.5m of 30.9% U3O8, including an ultra-high grade core with 4.5m of 50.1% U3O8.

 

Sam Hartmann, Vice President Exploration, commented:

 

“PLN24-176 represents the best hole drilled to date at the JR Zone in terms of grade thickness, including a true width assay interval of 4.5m of 50.1% U3O8, starting at a shallow vertical depth of only 190m below surface. This drillhole was collared approximately 14m up-dip of PLN24-137 which returned 15.0m of 3.2% U3O8, including a high grade 2.5m interval averaging 18.6% U3O8 (See NR July 30, 2024). These results from PLN24-176 emphasize the need for tightly spaced drilling in these high grade basement hosted structurally controlled uranium deposits, which can often result in opening up additional targeting areas for high grade mineralization; in this case in the up-dip direction.”

 

JR Zone Assay Highlight:

 

PLN24-176 (line 035S):

 

7.5m @ 30.9% U3O8 (196.0m to 203.5), including:

 

5.5m @ 42.2% U3O8 (197.0m to 202.5m), further including:

 

4.5m @ 50.1% U3O8 (197.5m to 202.0m)

 

Table 1. Drill Hole Summary and Uranium Assay Results

 

Collar Information Assay Results
Hole ID Grid Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
U3O8 weight
%
PLN24-166 735S 587974.10 6410035.28 555.24 -60.4 54.9 A1 Exploration; no mineralization >0.05
PLN24-167 3450S 589969.86 6408137.01 534.37 -74.2 51.5 B1 Exploration; no mineralization >0.05
PLN24-168 4245S 590177.58 6407291.51 542.28 -70.3 55.3 B1 Exploration; no mineralization >0.05
PLN24-176 035S 587813.38 6410772.82 545.87 55.8 -80.8 196.00 197.00 1.00 0.09
              197.00 197.50 0.50 9.5
              197.50 202.00 4.50 50.1
              202.00 202.50 0.50 3.53
              202.50 203.50 1.00 0.11

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/232279_screenshot%202024-12-02%20215213_550.jpg

 

Assay composite parameters:

 

1.Minimum Thickness of 0.5 m

 

2.Assay Grade Cut-Off: 0.05% U3O8 (weight %)

 

3.Maximum Internal Dilution: 2.0 m

 

Composited weight % U3O8 mineralized intervals are summarized in Table 1. Samples from the drill core are split in half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thickness are yet to be determined.

 

(MAP)

 

Map 1. JR Zone Drill Holes with Uranium Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/232279_f54b946e7442a80a_003full.jpg

 

About Patterson Lake North:

 

The Company’s 4,078-hectare 100% owned Patterson Lake North property (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade world class uranium deposits which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone uranium discovery is located 23km northwest of Fission Uranium’s Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepare in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

 

About F3 Uranium Corp:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of the management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

(F3 URANIUM LOGO

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/232279

 

 

 

Exhibit 99.39

 

F3 URANIUM CORP.

(GRAPHIC)

 

8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

 

 

 

  Security Class
   
   
  Holder Account Number

 

 

 

 

  Fold

 

 

Form of Proxy - Annual General and Special Meeting to be held on Wednesday, January 15, 2025

 

This Form of Proxy is solicited by and on behalf of Management.

 

Notes to proxy

 

1.Every holder has the right to appoint some other person or company of their choice, who need not be a holder, to attend and act on their behalf at the meeting or any adjournment or postponement thereof. If you wish to appoint a person or company other than the Management Nominees whose names are printed herein, please insert the name of your chosen proxyholder in the space provided (see reverse).

 

2.If the securities are registered in the name of more than one owner (for example, joint ownership, trustees, executors, etc.), then all those registered should sign this proxy. If you are voting on behalf of a corporation or another individual you may be required to provide documentation evidencing your power to sign this proxy with signing capacity stated.

 

3.This proxy should be signed in the exact manner as the name(s) appear(s) on the proxy.

 

4.If a date is not inserted in the space provided on the reverse of this proxy, it will be deemed to bear the date on which it was mailed to the holder by Management.

 

5.The securities represented by this proxy will be voted as directed by the holder, however, if such a direction is not made in respect of any matter, and the proxy appoints the Management Nominees listed on the reverse, this proxy will be voted as recommended by Management.

 

6.The securities represented by this proxy will be voted in favour, or withheld from voting, or voted against each of the matters described herein, as applicable, in accordance with the instructions of the holder, on any ballot that may be called for. If you have specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

 

7.This proxy confers discretionary authority in respect of amendments or variations to matters identified in the Notice of Meeting and Management Information Circular or other matters that may properly come before the meeting or any adjournment or postponement thereof, unless prohibited by law.

 

8.This proxy should be read in conjunction with the accompanying documentation provided by Management.
  Fold

 

Proxies submitted must be received by 10:30 a.m., Vancouver time, on Monday, January 13, 2025.

 

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

           
(GRAPHIC)   (GRAPHIC)   (GRAPHIC)

 Call the number listed BELOW from a touch tone telephone.

 

1-866-732-VOTE (8683) Toll Free

 

  Go to the following web site:
www.investorvote.com

 

●   Smartphone?
Scan the QR code to vote now.

(GRAPHIC)    You can enroll to receive future securityholder communications electronically by visiting www.investorcentre.com.

 

If you vote by telephone or the Internet, DO NOT mail back this proxy.

 

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

 

Voting by mail or by Internet are the only methods by which a holder may appoint a person as proxyholder other than the Management Nominees named on the reverse of this proxy. Instead of mailing this proxy, you may choose one of the two voting methods outlined above to vote this proxy.

 

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

 

CONTROL NUMBER

 

 

+ +

 

Appointment of Proxyholder

I/We being holder(s) of securities of F3 Uranium Corp. (the “Company”) hereby appoint: Devinder Randhawa, CEO or failing this person, Raymond Ashley, President or failing this person, Ryan Cheung, CFO (the “Management Nominees”) OR Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein.    

 

as my/our proxyholder with full power of substitution and to attend, act and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Suite 750 - 1620 Dickson Avenue, Kelowna, British Columbia on Wednesday, January 15, 2025 at 10:30 a.m., Vancouver time, and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

  For Against  
       
1. Number of Directors o o  
To set the number of Directors at four (4).  
       
       
                   
2. Election of Directors                 Fold
  For Withhold   For Withhold   For Withhold  
                   
01. Devinder Randhawa o o 02. Raymond Ashley o o 03. John DeJoia o o  
                   
04. Terrence Osier o o              
                   
  For Withhold  
       
3. Appointment of Auditors o o  
Appointment of Davidson & Company LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.      
       
  For Against  
       
4. Stock Option Plan o o  
To pass by ordinary resolution to continue the 10% Rolling Stock Option Plan.      
       
  For Against  
       
5. Restricted Share Unit Plan Resolution o o  
To consider, and if deemed appropriate, to pass, an ordinary resolution, affirming, ratifying and approving the continuation of the RSU Plan.      
       
  For Against   Fold
       
6. Other Matters o o  
To transact such other business as may properly come before the Meeting or any adjournment thereof.      

 

         
Signature of Proxyholder   Signature(s)   Date
         
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, and the proxy appoints the Management Nominees, this Proxy will be voted as recommended by Management.       DD/MM/YY
         

 

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. o Annual Financial Statements - Mark this box if you would NOT like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. o Information Circular - Mark this box if you would like to receive the Information Circular by mail for the next securityholders’ meeting. o

 

If you are not mailing back your proxy, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

         
n F S I Q 3 7 0 3 6 2 A R 2 +

 

 

 

Exhibit 99.40

 

F3 URANIUM CORP.

 

 

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JANUARY 15, 2025

 

 

NOTICE IS HEREBY GIVEN that the Annual General and Special meeting (the “Meeting”) of F3 URANIUM CORP. (the “Company”) will be held at Suite 750 – 1620 Dickson Ave. Kelowna BC, British Columbia V1Y 9Y2 on Wednesday, January 15, 2025, at 10:30 AM (Pacific Time) for the following purposes:

 

1.  to receive the audited financial statements of the Company for the financial year ended June 30, 2024, together with the auditor’s reports thereon;

 

2.  to fix number of directors at four (4) and elect directors for the ensuing year;

 

3. to approve the appointment of Davidson & Company LLP Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;

 

4.  to pass by an ordinary resolution to continue the Company’s 10% Rolling Share Option Plan, as described in the accompanying Information Circular;

 

5. To pass, with or without variation, an ordinary resolution of the disinterested shareholders to ratify and approve the amended fixed restricted share unit plan of the Company (the “RSU Plan”), as described in the accompanying Information Circular; and

 

6.  to transact such other business as may properly come before the Meeting or any adjournments thereof.

 

The accompanying management information circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on November 25, 2024, will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy. Each common share (the “Common Shares”) is entitled to one vote.

 

Notice and Access

 

The Company is using the notice-and-access procedures (“Notice and Access”) under the Canadian Securities Administrators’ National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the Circular for the Meeting to its Shareholders.

 

Under Notice and Access, instead of receiving paper copies of the Circular, Shareholders will be receiving a Notice and Access notification with information on how they may obtain a copy of the Circular electronically or request a paper copy. Registered Shareholders will still receive a proxy form enabling them to vote at the Meeting. The use of Notice and Access in connection with the Meeting reduces paper use, as well as the Company’s printing and mailing costs.

 

The Company will arrange to mail paper copies of the Circular to those registered Shareholders who have existing instructions on their account to receive paper copies of the Company’s Meeting materials. The Company urges its holders of common shares (each, a “Common Share”) in the capital of the Company (“Shareholders”) to review the Circular before voting.

 

 

WEBSITE ADDRESSES WHERE MEETING MATERIALS ARE POSTED

 

The Circular together with related materials have been posted and are available for review on the Company’s profile on SEDAR+ at www.sedarplus.ca and its website at https://www.sedarplus.ca/landingpage The Circular and related materials are also available at https://f3uranium.com/investors/agm-materials

 

Shareholders may also contact the Company to receive paper materials at 1 778-484-8030 Request should be made prior to January 13, 2025 and may de dependant on the current Canadian Postal Strike.

 

Requesting Printed Meeting Materials

 

Any Shareholder who wishes to receive a paper copy of the Circular should contact the Company by email at corpadmin@f3uranium.com

 

VOTING MY COMMON SHARES (Please note that you cannot vote by returning this notice.)

 

Registered Shareholders and Non-Objecting Beneficial Owners

 

Registered Shareholders and Non-Objecting Beneficial Shareholders are reminded that in order to ensure that their Common Shares are voted at the Meeting they have four ways to submit their completed VIF:

 

VOTE USING THE INTERNET DELIVERY OF PROXY/VIF BY FAX DELIVERY OF PROXY / VIF BY MAIL
www.investorvote.com within North America at 1-866-249-7775, outside North America at (416) 263-9524 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1

 

QUESTIONS AND ADDITIONAL INFORMATION

 

A Shareholder may also obtain additional information about the Notice-and-Access Provisions by contacting the Company at info@f3uraniumcorp.com

 

DATED at Vancouver, British Columbia, this 26th day of November, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS:

 

Signed: /s/ “Devinder Randhawa”  
DEVINDER RANDHAWA
Chief Executive Officer, Chairman and Director

 

 

 

Exhibit 99.41

 

F3 URANIUM CORP.

 

 

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, JANUARY 15, 2025

 

 

NOTICE IS HEREBY GIVEN that the Annual General and Special meeting (the “Meeting”) of F3 URANIUM CORP. (the “Company”) will be held at Suite 750 – 1620 Dickson Ave. Kelowna BC, British Columbia V1Y 9Y2 on Wednesday, January 15, 2025, at 10:30 AM (Pacific Time) for the following purposes:

 

1.to receive the audited financial statements of the Company for the financial year ended June 30, 2024, together with the auditor’s reports thereon;

 

2.to fix number of directors at four (4) and elect directors for the ensuing year;

 

3.to approve the appointment of Davidson & Company LLP Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;

 

4.to pass by an ordinary resolution to continue the Company’s 10% Rolling Share Option Plan, as described in the accompanying Information Circular;

 

5.To pass, with or without variation, an ordinary resolution of the disinterested shareholders to ratify and approve the amended fixed restricted share unit plan of the Company (the “RSU Plan”), as described in the accompanying Information Circular; and

 

6.to transact such other business as may properly come before the Meeting or any adjournments thereof.

 

The accompanying management information circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on November 25, 2024, will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy. Each common share (the “Common Shares”) is entitled to one vote.

 

Notice and Access

 

The Company is using the notice-and-access procedures (“Notice and Access”) under the Canadian Securities Administrators’ National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of the Circular for the Meeting to its Shareholders.

 

Under Notice and Access, instead of receiving paper copies of the Circular, Shareholders will be receiving a Notice and Access notification with information on how they may obtain a copy of the Circular electronically or request a paper copy. Registered Shareholders will still receive a proxy form enabling them to vote at the Meeting. The use of Notice and Access in connection with the Meeting reduces paper use, as well as the Company’s printing and mailing costs.

 

The Company will arrange to mail paper copies of the Circular to those registered Shareholders who have existing instructions on their account to receive paper copies of the Company’s Meeting materials. The Company urges its holders of common shares (each, a “Common Share”) in the capital of the Company (“Shareholders”) to review the Circular before voting.

 

 

WEBSITE ADDRESSES WHERE MEETING MATERIALS ARE POSTED

 

The Circular together with related materials have been posted and are available for review on the Company’s profile on SEDAR+ at www.sedarplus.ca and its website at https://www.sedarplus.ca/landingpage The Circular and related materials are also available at https://f3uranium.com/investors/agm-materials

 

Shareholders may also contact the Company to receive paper materials at 1 778-484-8030 Request should be made prior to January 13, 2025 and may de dependant on the current Canadian Postal Strike.

 

Requesting Printed Meeting Materials

 

Any Shareholder who wishes to receive a paper copy of the Circular should contact the Company by email at corpadmin@f3uranium.com

 

VOTING MY COMMON SHARES (Please note that you cannot vote by returning this notice.)

 

Registered Shareholders and Non-Objecting Beneficial Owners

 

Registered Shareholders and Non-Objecting Beneficial Shareholders are reminded that in order to ensure that their Common Shares are voted at the Meeting they have four ways to submit their completed VIF:

 

VOTE USING THE INTERNET DELIVERY OF PROXY/VIF BY FAX DELIVERY OF PROXY / VIF BY MAIL
www.investorvote.com within North America at 1-866-249-7775, outside North America at (416) 263-9524 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1

 

QUESTIONS AND ADDITIONAL INFORMATION

 

A Shareholder may also obtain additional information about the Notice-and-Access Provisions by contacting the Company at info@f3uraniumcorp.com

 

DATED at Vancouver, British Columbia, this 26th day of November, 2024.

 

BY ORDER OF THE BOARD OF DIRECTORS:

 

Signed: /s/ “Devinder Randhawa”  
DEVINDER RANDHAWA
Chief Executive Officer, Chairman and Director

2 | P a g e

 

 

F3 URANIUM CORP.

MANAGEMENT INFORMATION CIRCULAR

(all information is as at November 25, 2024 unless otherwise noted)

 

PROXY INFORMATION

 

Solicitation of Proxies

 

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of F3 uranium Corp. (“F3” or the “Company”) for use at the annual general and special meeting (the “Meeting”) of shareholders (“Shareholders”) to be held on Wednesday, January 15, 2025, and at any adjournments thereof at the time and place, and for the purposes, set forth in the accompanying Notice of Meeting.

 

While it is expected that the solicitations will be primarily by mail, proxies may be solicited personally or by telephone, without special compensation, by directors, officers and regular employees of F3 or by agents retained for that purpose. The Company does not have any contract or arrangement for the solicitation with any specially engaged employees or soliciting agents. The Company does not reimburse Shareholders’ nominees or agents (including brokers and other persons holding shares on behalf of clients) for any costs incurred in obtaining from their principals proper authorization to execute proxies. The Company does not reimburse brokers and other persons holding shares in their own name or in the names of their nominees for expenses incurred in sending proxies and proxy materials to the beneficial owners thereof in obtaining their proxies.

 

All costs of all solicitations on behalf of management will be borne by the Company.

 

NOTICE-AND-ACCESS

 

The Company has elected to use the “notice-and-access” provisions under National Instrument 54-101 - Communications with Beneficial Owners of Securities of a Reporting Issuer (the “Notice-and-Access Provisions”) for the Meeting in respect of mailings to its shareholders who do not hold their Common Shares in their own name but rather hold their Common Shares indirectly through accounts with such institutions as brokerage firms, banks and trust companies (referred to in this Circular as “Beneficial Shareholders”). The Company will also be using the Notice-and-Access Provisions in respect of mailings to its Registered Shareholders. The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials, online.

 

The Company will be delivering proxy-related materials directly to non-objecting Beneficial Shareholders and indirectly through intermediaries to objecting Beneficial Shareholders, and the Company intends to pay intermediaries for the delivery of such material.

 

The Circular together with related materials have been posted and are available for review on the Company’s profile on SEDAR+ at www.sedarplus.ca. The Circular and related proxy materials are also available on the corporate website at https://f3uranium.com/investors/agm-materials/

 

HOW TO OBTAIN PAPER COPIES OF MEETING MATERIALS:

 

Shareholders may request that paper copies of the Meeting materials be sent to them by contacting the Company at corpadmin@f3uranium.com

 

In order to allow Shareholders a reasonable time to receive paper copies of the Circular and related materials by mail and to vote their Common Shares, it is recommended that requests for Meeting materials be received on or before January 13, 2025. However, requests for Meeting materials may be made up to one year from the date the Circular was filed. A

3 | P a g e

 

 

INSTRUCTIONS ON VOTING AT THE MEETING

 

How to vote depends on whether you are a Registered Shareholder or Beneficial Shareholder. You are a Registered Shareholder if the Common Shares you own are registered directly in your name. You are a Beneficial Shareholder if the Common Shares you own are registered for you in the name of an intermediary such as a bank, trust company, securities broker or other nominee (each, an “Intermediary”). Registered Shareholders may vote their Common Shares in the following ways: (1) in advance of the Meeting by submitting the Proxy provided herewith by mail, internet, telephone or fax, as outlined below under “Voting in Advance of the Meeting” or (2) during the Meeting by voting online through the live audio webcast platform.

 

For the purposes of Item 3 of Form 51-102F5 under National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators, the Company advises that no director of the Company has informed management in writing that such director intends to oppose any action intended to be taken by management at the Meeting.

 

Appointment of Proxyholders

 

The individuals named in the accompanying form of proxy (the “Proxy”) are directors and/or officers of the Company. If you are a shareholder entitled to vote at the Meeting, you have the right to appoint a person or company other than either of the persons designated in the Proxy, who need not be a shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by inserting the name of that other person in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

 

Voting by Proxyholder

 

The persons named in the Proxy will vote or withhold from voting the common shares of the Company (“Common Shares”) represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to any matter to be acted upon, your Common Shares will be voted accordingly. The Proxy confers discretionary authority on the persons named therein with respect to:

 

(a)each matter or group of matters identified therein for which a choice is not specified, other than the appointment of an auditor and the election of directors;

 

(b)any amendment to or variation of any matter identified therein; and

 

(c)any other matter that properly comes before the Meeting.

 

In respect of a matter for which a choice is not specified in the Proxy, the persons named in the Proxy will vote the Common Shares represented by the Proxy for the approval of such matter.

 

Registered Shareholders

 

Registered shareholders of the Company (“Registered Shareholders”) may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders may choose one of the following options to submit their proxy:

 

(a)complete, date and sign the Proxy and return it to the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”), by fax within North America at 1- 866-249-7775, outside North America at (416) 263-9524, or by mail to the 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1 or by hand delivery at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, Canada V6C 3B9;

 

(b)use a touch-tone phone to transmit voting choices to a toll-free number. Registered Shareholders must follow the instructions of the voice response system and refer to the enclosed proxy form for the toll-free number, the holder’s account number and the control number; or

 

(c)use the internet through the website of the Company’s transfer agent at www.investorvote.com. Registered Shareholders must follow the instructions that appear on the screen and refer to the enclosed proxy form for the holder’s account number and the control number.

4 | P a g e

 

 

In all cases the Registered Shareholder must ensure the proxy is received at least 48 hours (excluding Saturdays, Sundays and statutory holidays) before the Meeting, or the adjournment thereof, at which the proxy is to be used.

 

Beneficial Shareholders

 

The following information is of significant importance to shareholders who do not hold Common Shares in their own name (“Beneficial Shareholders”). Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Common Shares) or as set out in the following disclosure.

 

If Common Shares are listed in an account statement provided to a shareholder by a broker, then in almost all cases those Common Shares will not be registered in the shareholder’s name on the records of the Company. Such Common Shares will more likely be registered under the names of the shareholder’s broker or an agent of that broker (an “intermediary”). In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms).

 

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of meetings of shareholders. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

 

There are two kinds of Beneficial Shareholders – those who object to their name being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (called “NOBOs” for Non-Objecting Beneficial Owners).

 

The Company is taking advantage of the provisions of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable Voting Instruction Form (“VIF”) from our transfer agent. These VIFs are to be completed and returned to Computershare in the envelope provided or by facsimile. In addition, Computershare provides both telephone voting and internet voting as described on the VIF itself which contain complete instructions at the Meeting with respect to the shares represented by the VIFs they receive.

 

These securityholder materials are being sent to both registered and non-registered owners of the securities of the Company. If you are a non-registered owner, and the Company or its agent sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

 

By choosing to send these materials to you directly, the Company (and not the intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in your request for voting instructions.

 

Beneficial Shareholders who are OBOs, should follow the instructions of their intermediary carefully to ensure that their Common Shares are voted at the Meeting.

 

The form of proxy supplied to you by your broker will be similar to the proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary on how to vote your Common Shares on your behalf. Most brokers now delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”) in the United States and in Canada. Broadridge mails a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s Proxy to represent your Common Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder of the Company), other than any of the persons designated in the VIF, to represent your Common Shares at the Meeting, and that person may be you. To exercise this right, you should insert the name of the desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile or given to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting, and the appointment of any shareholder’s representative.

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If you receive a VIF from Broadridge, the VIF must be completed and returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted at the Meeting and to vote your Common Shares at the Meeting.

 

Revocation of Proxies

 

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a proxy may revoke it by:

 

(a)executing a proxy bearing a later date or by executing a valid notice of revocation, either of the foregoing to be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and by delivering the proxy bearing a later date to Computershare at any time up to and including the last business day that precedes the day of the Meeting or, if the Meeting is adjourned, the last business day that precedes any reconvening thereof, or to the chairman of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law; or

 

(b)personally attending the Meeting and voting the Registered Shareholder’s Common Shares. A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

 

VOTING SECURITIES AND PRINCIPAL HOLDERS OF VOTING SECURITES

 

The Company is authorized to issue an unlimited number of common shares without par value. As at the close of business on the Record Date being November 25, 2024 - 514,159,063 Common Shares were issued and outstanding. Each shareholder entitled to receive notice of and to vote at the Meeting is entitled to one vote for each common share registered in his or her name at the close of business on November 25, 2024.

 

Under the Company’s current By-Laws, the quorum for the transaction of business at a Meeting of shareholders is two persons present, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, holding or representing by proxy not less than 10% of the votes entitled to be cast at the Meeting.

 

On a show of hands, every individual who is present and is entitled to vote as a shareholder or as a representative of one or more corporate shareholders will have one vote, and on a poll every shareholder present in person or represented by a Proxy and every person who is a representative of one or more corporate shareholders, will have one vote for each Common Share registered in that shareholder’s name on the list of shareholders as at the Record Date, which is available for inspection during normal business hours at the Company’s transfer agent and will be available at the Meeting.

 

To the best of the knowledge of our directors and senior officers, no person or corporation beneficially owns, or controls or directs, directly or indirectly, Common Shares carrying 10% or more of the voting rights attached to all of our issued Common Shares.

 

As of the date hereof, the directors and executive officers of the Company, as a group, owned beneficially, directly or indirectly, or exercised control or direction over, approximately 17,199,274 Common Shares representing approximately 3.35% of the issued Common Shares.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

 

Except as disclosed herein, no person has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in matters to be acted upon at the Meeting other than the election of directors or the appointment of auditors.

 

For the purpose of this paragraph, “person” shall include each person or company: (a) who has been a director or executive officer of the Company at any time since the commencement of the Company’s last financial year; (b) who is a proposed nominee for election as a director of the Company; and (c) who is an associate or affiliate of a person or company included in subparagraphs (a) or (b).

 

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

 

As at the date of this Circular, no executive officer, director, employee or former executive officer, director or employee of the Company or any of its subsidiaries is indebted to the Company, or any of its subsidiaries, nor are any of these individuals indebted to another entity which indebtedness is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company, or any of its subsidiaries.

 

INTEREST OF CERTAIN PERSONS IN MATERIAL TRANSACTIONS

 

Except as disclosed herein or in our Annual Information Form since the commencement of the Company’s most recently completed financial year, no informed person of the Company, nominee for director or any associate or affiliate of an informed person or nominee, had any material interest, direct or indirect, in any transaction or any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

 

An “informed person” means:

 

a)a director or executive officer of the Company;

 

b)a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company;

 

c)any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10% of the voting rights other than voting securities held by the person or company as underwriter in the course of a distribution; and

 

d)the Company itself, if and for so long as it has purchased, redeemed or otherwise acquired any of its shares.

 

PARTICULARS OF MATTERS TO BE ACTED UPON

 

A simple majority of affirmative votes cast at the Meeting is required to pass the resolutions described herein. If there are more nominees for election as directors or appointment of the Company’s auditor than there are vacancies to fill, those nominees receiving the greatest number of votes will be elected or appointed, as the case may be, until all such vacancies have been filled. If the number of nominees for election or appointment is equal to the number of vacancies to be filled, all such nominees will be declared elected or appointed by acclamation.

 

1.FINANCIAL STATEMENTS

 

The audited financial statements of the Company for the financial year ended June 30, 2024, will be placed before you at the Meeting. They have been mailed to the shareholders who have requested they receive a copy of same together with the Notice of Meeting and this Information Circular. These audited financial statements are available at www.sedarplus.ca and on the Company’s website at www.f3uranium.com.

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No approval or other action needs to be taken at the Meeting in respect of these documents.

 

Pursuant to National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, both of the Canadian Securities Administrators, a person or corporation who in the future wishes to receive annual and interim financial statements from the Company must deliver a written request for such material to the Company. Shareholders who wish to receive annual and interim financial statements are encouraged to complete the appropriate section on the Financial Statement Request Form attached to this Information Circular and send it to the Company.

 

2.ELECTION OF DIRECTORS

 

Number of Directors

 

Under the Company’s by-laws and pursuant to the Canada Business Corporations Act, the number of directors may be set by ordinary resolution but shall not be fewer than three. The Company currently has five (5) directors. All five (5) directors are being put forward by management of the Company for election at the Meeting.

 

The Company’s management recommends that the shareholders vote in favor of the resolution setting the number of directors at four (4) Unless you give other instructions, the Management Proxyholders intend to vote FOR the resolution setting the number of directors at four (4)

 

Nominees for Election

 

Directors of the Company are elected for a term of one year. The term of office of each of the nominees proposed for election as a director will expire at the Meeting, and each of them, if elected, will serve until the close of the next annual general meeting, unless he or she resigns or otherwise vacates office before that time.

 

The following table sets out the names of management’s nominees for election as directors, their respective Province or State and Country of residence, the periods during which incumbent directors have served as directors and their committee memberships, the positions and offices with the Company and its subsidiary held by each nominee, if any, the present principal occupation business or employment of each nominee, including the name and principal business of any company in which such employment is carried on, and the number of Common Shares and percentage of the issued Common Shares, and the number of incentive stock options (“Options”) beneficially owned, or controlled or directed, by each nominee as of the Record Date.

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Each of the nominees has agreed to stand for election and management of the Company is not aware of any intention of any of them not to do so. Management does not contemplate that any of the nominees will be unable to serve as a director but, if that should occur for any reason prior to the Meeting, the persons designated in the enclosed form of proxy reserve the right to vote for other nominees in their discretion.

 

Name, position and place of
residence
(1)
Principal Occupation, Business or
Employment
(1)
Director since Number of shares
beneficially owned,
directly or indirectly, or
controlled or directed
Devinder Randhawa (4)
CEO, Chairman & Director
British Columbia, Canada
President and founder of RD Capital Inc. Devinder serves as the CEO of Fission 3.0 Corp., Strathmore Plus Uranium Corp., Shine Minerals Corp. and Genesis AI Corp. September 28, 2013 12,555,172 Shares (6) 8,963,000 Options
12,272,618 RSUs
Raymond Ashley
President, Director
British Columbia, Canada
Mr. Ashley is a geoscientist with more than 40 years’ experience in the exploration industry. April 4, 2023 1,103,750 Shares (7)
6,060,000 Options 6,300,000 RSUs
John DeJoia(3)  (4) (5)
Director
New Mexico, USA
Mr. DeJoia is a Professional Geologist and has over 50 years in the uranium and nuclear industry and has held positions as Chief Geologist, Director of Technical Services, Construction/Program Manager and Senior Vice-President. April 4, 2023 40,394 Shares
2,783,000 Options 1,000,000 RSUs
Terrence Osier (3) (4)(5)
Director
Wyoming, USA

Mr. Terrence Osier is a Professional Geologist with 18 years of experience in the uranium industry.

 
Terrence is also the Vice President of Exploration for Strathmore Plus Uranium Corp., a company that is currently exploring and permitting uranium projects in the state of Wyoming.

April 4, 2023 41 Shares
2,783,000 Options 1,000,000 RSUs

 

NOTES:

 

(1)The information as to state and country of residence, principal occupation, business or employment has been furnished by the respective nominees.

 

(2)Information as to shares beneficially owned, not being within our knowledge has been furnished by the respective person, has been extracted from the list of registered shareholders maintained by the Company’s transfer agent, has been obtained from insider reports filed by respective person and available through the internet at the Canadian System for Electronic Disclosure by insiders (www.sedi.ca)

 

(3)Member of the Audit Committee

 

(4)Member of the Nominating and Corporate Governance Committee – Devinder Randhawa is the Chairperson.

 

(5)Member of the Compensation Committee – John DeJoia is the Chairperson.

 

(6)1,187,550 shares held by RD Capital Inc., a company wholly-owned and controlled by Devinder Randhawa.

 

(7)669,375 shares are held by Ashley Exploration, a company wholly-owned and controlled by Raymond Ashley.

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BOARD OF DIRECTORS INFORMATION AND BIOGRAPHIES

 

DEVINDER RANDHAWA – Chairman, CEO and Director

 

Mr. Randhawa, the Company’s CEO is an expert in the natural resources and energy markets he received a Bachelor’s Degree in Business Administration with honors from Trinity Western College of Langley, British Columbia in 1983 and received his Master in Business Administration from the University of British Columbia. He has enjoyed a long and successful track record as a Chairman and CEO in the public sector. In this capacity he has founded and grown several highly successful junior resource exploration companies and has won several industry awards, including: The Northern Miner’s “Mining Person of the Year”, EY’s Entrepreneur of the Year (finalist), Finance Monthly’s “Deal Maker of the Year” and The Mining Journal’s “Excellence” award. Prior to becoming a C-level executive of mining exploration companies, Dev initially worked in the field of investment banking. He left to start his own junior mining corporation in 1996 in order to run a company that allowed him to take the long view and build something more lasting. The skills and experience that he acquired as a broker helped him to develop a great understanding of the components that allow a resource company to succeed. A great management team and a great Geo team form the core of his approach and his track record speaks for itself.

 

RAYMOND ASHLEY – President and Director

 

Mr. Ashley serves as the Company’s President and is a geoscientist with more than 40 years’ experience in the exploration industry. He was a key member of the technical team, as VP Exploration, in the discovery and expansion of Fission Energy’s J Zone at Waterbury Lake in 2010 and Fission Uranium’s Triple R high grade uranium deposit at the PLS Project in 2012. Most recently, at F3 Uranium’s PLN Project, he led the team in discovering the JR Zone in November 2022, the Athabasca Basin’s newest high grade uranium discovery. Mr. Ashley has varied experience ranging from early-stage exploration to discovery and feasibility. He has been the VP Exploration, managing all F3 Uranium Corp ’s exploration programs since the Company’s inception in late 2013. Raymond is a registered professional geoscientist in Saskatchewan and Alberta and received a BSc. Degree in Geophysics from McGill University, Montreal in 1985.

 

JOHN DEJOIA - Director

 

Mr. DeJoia has over 40 years in the uranium industry and holds a B.S. in Geology from the University of Wyoming. John has held positions as Chief Geologist, Director of Technical Services, Construction Manager and Senior Vice President positions. He has worked in every sector of the uranium industry, including mining, where he was directly responsible for mining 22 million pounds of uranium, along with managing Geologic, Engineering, Environmental and Land projects throughout his career. He has also worked in open-pit, underground and In-Situ uranium production, exploration, mine development and nuclear remediation.

 

TERRENCE OSIER - Director

 

Mr. Osier is a Professional Geologist with 18 years of experience in the uranium industry. He is currently the Vice President of Exploration for Strathmore Plus Uranium Corporation, a US-focused company that is currently exploring and permitting uranium projects in the state of Wyoming. From 2004 to 2013, Mr. Osier was the lead geologist for Strathmore Minerals Corp. in their Wyoming operations. Mr. Osier has a Master of Science in Geology from Idaho State University, and a Bachelor of Science in Geology from Western Washington University.

 

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS

 

As at the date of this Information Circular, to the knowledge of the Company, no proposed nominee for election as a director of the Company (nor any of his or her personal holding companies) has been subject to:

 

(a)any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

 

(b)any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable shareholder in deciding whether to vote for a proposed director.

 

No proposed nominee for election as a director of the Company is, or has been, within 10 years before the date of this Information Circular:

 

1.A director, chief executive officer or chief financial officer of any company (including the Company and any personal holding company of the proposed director) that, while that person was acting in that capacity:

 

(a)was subject to a cease trade order (including any management cease trade order which applied to directors or executive officers of a company, whether or not the person is named in the order) or an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days (an “Order”); or

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(b)was subject to an Order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer; or

 

2.A director or executive officer of any company (including the Company) and any personal holding company of the proposed director) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

 

To the knowledge of the Company, no nominee for director of the Company has been subject to: (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

 

The Company’s management recommends that the shareholders vote FOR the election of the proposed nominees as directors of the Company for the ensuing year. Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the nominees named in this Information Circular.

 

3.APPOINTMENT OF THE AUDITOR

 

At the Meeting Davidson & Company LLP Chartered Professional Accountants will be recommended by management and the Board of Directors for re-appointment as auditor of the Company for the ensuing year at a remuneration to be fixed by the directors. See Page 26 – Audit Committee – External Service Fees. Davidson & Company LLP. Professional Accountants have been the Company’s auditor since October 4, 2024 and took over from Charlton & Company Chartered Professional Accountants. Change of Auditor notices can be found on SEDARplus.

 

The Company’s management recommends that the shareholders vote in favour of the appointment of Davidson & Company LLP Chartered Professional Accountants, as the Company’s auditor for the ensuing year and grant the Board of Directors the authority to determine the remuneration to be paid to the auditor.

 

Unless you give instructions otherwise, the Management Proxyholders intend to vote FOR the appointment of Davidson & Company LLP Chartered Professional Accountants, to act as the Company’s auditor until the close of its next annual general meeting and also intend to vote FOR the proposed resolution to authorize the Board of Directors to fix the remuneration to be paid to the auditor.

 

4.APPROVAL OF STOCK OPTION PLAN

 

At the Meeting, Shareholders will be asked to approve the continuation of the Company’s 10% rolling incentive stock option plan (the “Option Plan”). The Option Plan was approved by the Board on March 29, 2022, and by the Company’s shareholders on November 20, 2023, and subsequently by the TSX Venture Exchange (the “Exchange”).

 

The purpose of the Option Plan is to, among other things: (i) provide the Company with a mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and its subsidiaries; (ii) reward directors, officers, employees and consultants that have been granted stock options (each, an “Option”) under the Option Plan for their contributions toward the long-term goals and success of the Company; and (iii) enable and encourage such directors, officers, employees and consultants to acquire Shares of the Company as long-term investments and proprietary interests in the Company.

 

A summary of certain provisions of the Option Plan is set out below, and a full copy of the Option Plan is available on SEDARPlus or can be requested from the Company by emailing corpadmin@f3uranium.com. This summary is qualified in its entirety to the full copy of the Option Plan.

 

SUMMARY OF THE OPTION PLAN

 

Eligibility

 

The Option Plan allows the Company to grant Options to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and its subsidiaries (collectively, the “Option Plan Participants”).

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Number of Shares Issuable

 

The aggregate number of Shares that may be issued to Option Plan Participants under the Option Plan will be that number of Shares equal to 10% of the issued and outstanding Shares on the particular date of grant of the Option.

 

Limits of Participation

 

The Option Plan provides for the following limits on grants, for so long as the Company is subject to the requirements of the Exchange, unless disinterested Shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the Exchange:

 

(i)the maximum number of Shares that may be issued to any one Option Plan Participant (and where permitted pursuant to the policies of the Exchange, any company that is wholly owned by the Option Plan Participant) under the Option Plan, together with any other security based compensation arrangements, within a twelve (12) month period, may not exceed 5% of the issued Shares calculated on the date of grant;

 

(ii)the maximum number of Shares that may be issued to insiders collectively under the Option Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 10% of the issued Shares calculated on the date of grant; and

 

(iii)the maximum number of Shares that may be issued to insiders collectively under the Option Plan, together with any other security-based compensation arrangements, may not exceed 10% of the issued Shares at any time.

 

For so long as such limitation is required by the Exchange, the maximum number of Options which may be granted within any twelve (12) month period to Option Plan Participants who perform investor relations activities must not exceed 2% of the issued and outstanding Shares, and such Options must vest in stages over twelve (12) months with no more than 25% vesting in any three (3) month period. In addition, the maximum number of Shares that may be granted to any one consultant under the 2023 Option Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 2% of the issued Shares calculated on the date of grant.

 

Administration

 

The plan administrator of the Option Plan (the “Option Plan Administrator”) will be the Board or a committee of the Board, if delegated. The Option Plan Administrator will, among other things, determine which directors, officers, employees or consultants are eligible to receive Options under the Option Plan; determine conditions under which Options may be granted, vested or exercised, including the expiry date, exercise price and vesting schedule of the Options; establish the form of option certificate (“Option Certificate”); interpret the Option Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Option Plan.

 

Subject to any required regulatory or shareholder approvals, the Option Plan Administrator may also, from time to time, without notice to or without approval of the Shareholders or the Option Plan Participants, amend, modify, change, suspend or terminate the Options granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the Option Plan or any Option granted pursuant thereto may materially impair any rights of an Option Plan Participant or materially increase any obligations of an Option Plan Participant under the Option Plan without the consent of such Option Plan Participant, unless the Option Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements or as otherwise permitted pursuant to the Option Plan.

 

All of the Options are subject to the conditions, limitations, restrictions, vesting, exercise and forfeiture provisions determined by the Option Plan Administrator, in its sole discretion, subject to such limitations provided in the Option Plan and will be evidenced by an Option Certificate. In addition, subject to the limitations provided in the Option Plan and in accordance with applicable law, the Option Plan Administrator may accelerate the vesting of Options, cancel or modify outstanding Options and waive any condition imposed with respect to Options or Shares issued pursuant to Options.

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Exercise of Options

 

Options shall be exercisable as determined by the Option Plan Administrator at the time of grant, provided that no Option shall have a term exceeding ten (10) years so long as the Shares are listed on the Exchange.

 

Subject to all applicable regulatory rules, the vesting schedule for an Option, if any, shall be determined by the Option Plan Administrator. The Option Plan Administrator may elect, at any time, to accelerate the vesting schedule of an Option, and such acceleration will not be considered an amendment to such Option and will not require the consent of the Option Plan Participant in question. However, no acceleration to the vesting schedule of an Option granted to an Option Plan Participant performing investor relations services may be made without prior acceptance of the Exchange.

 

The exercise price of an Option shall be determined by the Option Plan Administrator and cannot be lower than the greater of: (i) the minimum price required by the Exchange; and (ii) the market value of the Shares on the applicable grant date.

 

An Option Plan Participant may exercise the Options in whole or in part through any one of the following forms of consideration, subject to applicable laws, prior to the expiry date of such Options, as determined by the Option Plan Administrator:

 

the Option Plan Participant may send a wire transfer, certified cheque or bank draft payable to the Company in an amount equal to the aggregate exercise price of the Shares being purchased pursuant to the exercise of the Option;

 

subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, a brokerage firm may be engaged to loan money to the Option Plan Participant in order for the Option Plan Participant to exercise the Options to acquire the Shares, subsequent to which the brokerage firm shall sell a sufficient number of Shares to cover the exercise price 10 of such Options to satisfy the loan. The brokerage firm shall receive an equivalent number of Shares from the exercise of the Options, and the Option Plan Participant shall receive the balance of the Shares or cash proceeds from the balance of such Shares; and

 

subject to approval from the Option Plan Administrator and the Shares being traded on the Exchange, consideration may be paid by reducing the number of Shares otherwise issuable under the Options, in lieu of a cash payment to the Company, an Option Plan Participant, excluding those providing investor relations services, only receives the number of Shares that is equal to the quotient obtained by dividing: (i) the product of the number of Options being exercised multiplied by the difference between the volume-weighted average trading price of the Shares and the exercise price of the Options, by (ii) the volume-weighted average trading price of the Shares.

 

If an exercise date for an Option occurs during a trading black-out period imposed by the Company to restrict trades in its securities, then, notwithstanding any other provision of the Option Plan, the Option shall be exercised no more than ten business days after the trading black-out period is lifted by the Company, subject to certain exceptions.

 

Any Options granted to an Option Plan Participant under the Option Plan shall terminate at a date no later than twelve (12) months from the date such Option Plan Participant ceases to be an Option Plan Participant.

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Termination of Employment or Services and Change in Control

 

The following describes the impact of certain events that may, unless otherwise determined by the Option Plan Administrator or as set forth in an Option Certificate, lead to the early expiry of Options granted under the Option Plan.

 

Termination by the Company for cause: Forfeiture of all unvested Options. The Option Plan Administrator may determine that all vested Options shall be forfeited, failing which all vested Options shall be exercised in accordance with the Option Plan.
Voluntary resignation of an Option Plan Participant: Forfeiture of all unvested Options. Exercise of vested Options in accordance with the Option Plan.  
Termination by the Company other than for cause: Acceleration of vesting of a portion of unvested Options in accordance with a prescribed formula as set out in the Option Plan. Forfeiture of the remaining unvested Options. Exercise of vested Options in accordance with the Option Plan.
Death or disability of an Option Plan Participant: Acceleration of vesting of all unvested Options. Exercise of vested Options in accordance with the Option Plan.
Termination or voluntary resignation for good reason within twelve (12) months of a control: Exercise of vested Options in accordance with the change in Option Plan.

 

In the event of a triggering event, which includes a change in control, dissolution or winding-up of the Company, a material alteration of the capital structure of the Company and a disposition of all or substantially all of the Company’s assets, the Option Plan Administrator may, without the consent of the Option Plan Participant, cause all or a portion of the Options granted to terminate upon the occurrence of such event.

 

Amendment or Termination of the Option Plan

 

Subject to any necessary regulatory approvals, the Option Plan may be suspended or terminated at any time by the Option Plan Administrator, provided that no such suspension or termination shall alter or impact any rights or obligations under an Option previously granted without the consent of the Option Plan Participant.

 

The following limitations apply to the Option Plan and all Options thereunder as long as such limitations are required by the Exchange:

 

any adjustment to Options, other than in connection with a security consolidation or security split, is subject to prior Exchange acceptance;

 

any amendment to the Option Plan is subject to prior Exchange acceptance, except for amendments to reduce the number of Shares issuable under the Option Plan, to increase the exercise price of Options or to cancel Options;

 

any amendments made to the Option Plan shall require regulatory and Shareholder approval, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the Option Plan and which do not have the effect of altering the scope, nature and intent of such provisions; and;

 

the exercise price of an Option previously granted to an insider must not be reduced, or the extension of the expiry date of an Option held by an insider may not be extended, unless the Company has obtained disinterested shareholder approval to do so in accordance with Exchange policies.

 

Subject to the foregoing limitations and any necessary regulatory approvals, the Option Plan Administrator may amend any existing Options or the Option Plan or the terms and conditions of any Option granted thereafter, although the Option Plan Administrator must obtain written consent of the Option Plan Participant (unless otherwise excepted out by a provision of the Option Plan) where such amendment would materially decrease the rights or benefits accruing to an Option Plan Participant or materially increase the obligations of an Option Plan Participant.

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Company Option Plan Resolution

 

At the Meeting, the Shareholders of the Company will be asked to consider and approve an ordinary resolution, in substantially the following form, in order to approve the continuation of the Option Plan, which resolution requires approval of greater than 50% of the votes cast by the Shareholders who, being entitled to do so, vote, in person or by proxy, on the ordinary resolution at the Meeting:

 

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

 

a)subject to final acceptance of the TSX Venture Exchange (the “TSXV”), the Company’s 10% rolling stock option plan (the “Option Plan”), dated November 26, 2024 , is hereby approved;

 

b)the directors of the Company or any committee of the board of directors of the Company are hereby authorized to grant stock options (each, an “Option”) pursuant to the Option Plan to those eligible to receive Options thereunder;

 

c)any one (1) director or officer of the Company is hereby authorized to execute and deliver on behalf of the Company all such documents and instruments and to do all such other acts and things as in such director’s opinion may be necessary to give effect to the matters contemplated by these resolutions; and

 

d)notwithstanding that this resolution be passed by the shareholders of the Company, the continuation of the 10% rolling stock option plan is conditional upon receipt of final approval of the TSXV, and the directors of the Company are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Company, at any time if such revocation is considered necessary or desirable to the directors.”

 

RECOMMENDATION OF THE BOARD

 

The Board has determined that the Option Plan is in the best interests of the Company and the Shareholders and unanimously recommends that the Shareholders vote in favour of approving the Option Plan. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form FOR the foregoing resolution.

 

The Board reserves the right to amend any terms of the Option Plan or not to proceed with the Option Plan at any time prior to the Meeting if the Board determines that it would be in the best interests of the Company and the Shareholders and to do so in light of any subsequent event or development occurring after the date of the Information Circular.

 

5.APPROVAL OF THE AMENDED EQUITY INCENTIVE PLAN OF THE COMPANY

 

At the Meeting, Shareholders will be asked to re-approve a resolution approving the Company’s equity incentive plan (the “Equity Incentive Plan”). The Equity Incentive Plan was approved by the Board on September 5, 2022, and has been approved by the TSX- Venture Exchange. The Board has determined that it is in the best interests of the Company to continue the security-based compensation plan which would provide the Company with the ability and flexibility to make broader and different forms of equity rewards as part of its need to retain a competitive compensation structure for its directors, officers, employees and consultants. The purpose of the Equity Incentive Plan is to, among other things: (i) provide the Company with a mechanism to attract, retain and motivate qualified directors, officers, employees and consultants of the Company and its subsidiaries; (ii) reward directors, officers, employees and consultants that have been granted Awards (as defined below) under the Equity Incentive Plan for their contributions toward the long-term goals and success of the Company; and (iii) enable and encourage such directors, officers, employees and consultants to acquire Shares of the Company as long-term investments and proprietary interests in the Company. The approval of the Equity Incentive Plan by the Board is subject to approval of the Shareholders and to the final acceptance of the Exchange.

 

A summary of certain provisions of the Equity Incentive Plan is set out below, and a full copy of the Equity Incentive Plan is Available on SEDARPlus as part of the 2023 AGM materials or can be requested from the Company by emailing corpadmin@f3uranium.com. This summary is qualified in its entirety to the full copy of the Equity Incentive Plan.

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SUMMARY OF EQUITY INCENTIVE PLAN

 

ELIGIBILITY

 

The Equity Incentive Plan provides flexibility to the Company to grant equity-based incentive awards in the form of restricted share units (“RSUS”), performance share units (“PSUS”) and deferred share units (“DSUS”) (collectively, the “awards”) to attract, retain and motivate qualified directors, officers, employees and consultants of the company and its subsidiaries, excluding any persons who perform investor relations activities on behalf of the company or any of its subsidiaries (collectively, the “equity incentive plan participants”).

 

NUMBER OF SHARES ISSUABLE

 

To amend the aggregate number of common shares in the capital of the company (each, a “share”) that may be issued to equity incentive plan participants under the equity incentive plan to not exceed 51,415,906 subject to adjustment as provided for in the equity incentive plan and approved by disinterested shareholders at a duly called meeting.

 

LIMITS ON PARTICIPATION

 

The Equity Incentive Plan provides for the following limits on grants, for so long as the company is subject to the requirements of the exchange, unless disinterested shareholder approval is obtained or unless permitted otherwise pursuant to the policies of the exchange:

 

(i)the maximum number of shares that may be issued to any one equity incentive plan participant (and where permitted pursuant to the policies of the exchange, any company that is wholly owned by the equity incentive plan participant) under the equity incentive plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 5% of the issued shares calculated on the date of grant;

 

(ii)the maximum number of shares that may be issued to insiders collectively under the equity incentive plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 10% of the issued shares calculated on the date of grant; and

 

(iii)the maximum number of shares that may be issued to insiders collectively under the equity incentive plan, together with any other security-based compensation arrangements, may not exceed 10% of the issued shares at any time.

 

For so long as such limitation is required by the Exchange, the maximum number of Shares that may be granted to any one consultant under the Equity Incentive Plan, together with any other security-based compensation arrangements, within a twelve (12) month period, may not exceed 2% of the issued Shares calculated on the date of grant.

 

ADMINISTRATION

 

The plan administrator of the Equity Incentive Plan (the “Equity Incentive Plan Administrator”) will be the Board or a committee of the Board, if delegated. The Equity Incentive Plan Administrator will, among other things, determine which directors, officers, employees or consultants are eligible to receive Awards under the Equity Incentive Plan; determine any vesting provisions or other restrictions on Awards; determine conditions under which Awards may be granted, vested or settled, including establishing performance goals; establish the form of Award agreement (“Award Agreement”); interpret the Equity Incentive Plan; and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Equity Incentive Plan.

 

Subject to any required regulatory or shareholder approvals, the Equity Incentive Plan Administrator may also, from time to time, without notice to or without approval of the Shareholders or the Equity Incentive Plan Participants, amend, modify, change, suspend or terminate the Awards granted pursuant thereto as it, in its discretion, determines appropriate, provided that no such amendment, modification, change, suspension or termination of the Equity Incentive Plan or any Award granted pursuant thereto may materially impair any rights of an Equity Incentive Plan Participant or materially increase any obligations of an Equity Incentive Plan Participant under the Equity Incentive Plan without the consent of such Equity Incentive Plan Participant, unless the Equity Incentive Plan Administrator determines such adjustment is required or desirable in order to comply with any applicable securities laws or stock exchange requirements or as otherwise permitted pursuant to the Equity Incentive Plan.

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All of the Awards are subject to the conditions, limitations, restrictions, vesting, settlement and forfeiture provisions determined by the Equity Incentive Plan Administrator, in its sole discretion, subject to such limitations provided in the Equity Incentive Plan and will be evidenced by an Award Agreement. In addition, subject to the limitations provided in the Equity Incentive Plan and in accordance with applicable law, the Equity Incentive Plan Administrator may accelerate the vesting or payment of Awards, cancel or modify outstanding Awards and waive any condition imposed with respect to Awards or Shares issued pursuant to Awards.

 

Subject to the terms and conditions of the Equity Incentive Plan, the Plan Administrator, may, in its discretion, credit outstanding Share Units and DSUs with dividend equivalents in the form of additional Share Units and DSUs, respectively, as of each dividend payment date in respect of which normal cash dividends are paid on Shares. Dividend equivalents credited to an Equity Incentive Plan Participant’s accounts shall vest in proportion to the Share Units and DSUs to which they relate, and shall be settled in accordance with terms of the Plan. Where the issuance of Shares pursuant to the settlement of dividend equivalents will result in the Company having insufficient Shares available for issuance or would result in the Company breaching its limits on grants of Awards, as set out above, the Company shall settle such dividend equivalents in cash.

 

SETTLEMENT OF VESTED SHARE UNITS

 

The Equity Incentive Plan provides for the grant of restricted share units (each, a “RSU”). A RSU is a unit equivalent in value to a Share which entitles the holder to receive one Share, or cash, or a combination thereof for each vested RSU. RSUs shall, unless otherwise determined by the Equity Incentive Plan Administrator, and as specifically set out in the Award Agreement, vest, if at all, following a period of continuous employment of the Equity Incentive Plan Participant with the Company or a subsidiary of the Company.

 

The Equity Incentive Plan also provides for the grant of performance share units (each, a “PSU”, together with RSUs, the “Share Units”), which entitles the holder to receive one Share, or cash, or a combination thereof, for each vested PSU. PSUs shall, unless otherwise determined by the Equity Incentive Plan Administrator, and as specifically set out in the Award Agreement, vest, if at all, subject to the attainment of certain performance goals and satisfaction of such other conditions to vesting, if any, as many be determined by the Equity Incentive Plan Administrator.

 

Except where an Equity Incentive Plan Participant dies or ceases to be an Equity Incentive Plan Participant due to a change in control of the Company, no Share Unit shall vest prior to the first anniversary of its date of grant. Upon settlement of the Share Units, which shall be within sixty (60) days of the date that the applicable vesting criteria are met, deemed to have been met or waived, and in any event no later than three years following the end of the year in respect of which the Share Units are granted, holders of the Share Units will receive any, or a combination of, the following (as determined solely at the discretion of the Equity Incentive Plan Administrator):

 

(i)one fully paid and non-assessable Share issued from treasury in respect of each vested Share Unit; or

 

(ii)a cash payment, which shall be determined by multiplying the number of Share Units redeemed for cash by the market value of a Share (calculated with reference to the five (5) day volume weighted average trading price, and subject to a minimum price as set out in the Equity Incentive Plan) (the “Market Price”) on the date of settlement.

 

The Company reserves the right to change its allocation of Shares and/or cash payment in respect of a Share Unit settlement at any time up until payment is actually made. If a settlement date for an Share Unit occurs during a trading black-out period imposed by the Company to restrict trades in its securities, then, notwithstanding any other provision of the Equity Incentive Plan, the Share Unit shall be settled no more than ten (10) business days after the trading black-out period is lifted by the Company, subject to certain exceptions.

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SETTLEMENT OF VESTED DSUS

 

The Equity Incentive Plan also provides for the grant of deferred share units (each, a “DSU”). A DSU is a unit equivalent in value to a Share which entitles the holder to receive one Share, or cash, or a combination thereof, for each vested DSU on a future date following the Equity Incentive Plan Participant’s separation of services from the Company or its subsidiaries. Except where an Equity Incentive Plan Participant dies or ceases to be an Equity Incentive Plan Participant due to a change in control of the Company and as set out below, no DSU shall vest prior to the first anniversary of its date of grant. Upon settlement of the DSUs, which shall be no earlier than the date of the Equity Incentive Plan Participant’s termination of services to the Company or its subsidiaries and no later than one (1) year after such date, holders of DSUs will receive any or a combination of the following (as determined solely at the discretion of the Equity Incentive Plan Administrator):

 

(i)one (1) fully paid and non-assessable Share issued from treasury in respect of each vested DSU; or

 

(ii)a cash payment, determined by multiplying the number of DSUs redeemed for cash by the Market Price of a Share on the date of settlement.

 

In addition to grants made by the Equity Incentive Plan Administrator to all Equity Incentive Plan Participants, directors of the Company may elect, subject to acceptance by the Company, in whole or in part, of such election, to receive any portion of their director’s fees to be payable in DSUs. The Company reserves the right to change its allocation of Shares and/or cash payment in respect of a DSU settlement at any time up until payment is actually made. If a settlement date for a DSU occurs during a trading black-out period imposed by the Company to restrict trades in its securities, then, notwithstanding any other provision of the Equity Incentive Plan, the DSU shall be settled no more than ten (10) business days after the trading black-out period is lifted by the Company, subject to certain exceptions.

 

TERMINATION OF EMPLOYMENT OR SERVICES AND CHANGE IN CONTROL

 

The following describes the impact of certain events that may, unless otherwise determined by the Equity Incentive Plan Administrator or as set forth in an Award Agreement, lead to the early expiry of Awards granted under the Equity Incentive Plan.

 

Termination by the Company for cause: Forfeiture of all unvested Awards. The Plan Administrator may determine that all vested Awards shall be forfeited, failing which all vested Awards shall be settled in accordance with the Equity Incentive Plan.
Voluntary resignation of an Equity Incentive Plan Participant: Forfeiture of all unvested Awards. Settlement of all vested Awards in accordance with the Equity Incentive Plan.
Termination by the Company other than for cause: Acceleration of vesting of a portion of unvested Awards in accordance with a prescribed formula as set out in the Equity Incentive Plan. Forfeiture of the remaining unvested Awards. Settlement of all vested Awards in accordance with the Equity Incentive Plan.
Death or disability of an Equity Incentive Plan Participant: Acceleration of vesting of all unvested Awards. Settlement of all vested Awards in accordance with the Equity Incentive Plan.
Termination or voluntary resignation for good reason within twelve (12) months of a change in control: Acceleration of vesting of all unvested Awards. Settlement of all vested Awards in accordance with the Equity Incentive Plan.

 

Any Awards granted to an Equity Incentive Plan Participant under the Equity Incentive Plan shall terminate at a date no later than twelve (12) months from the date such Equity Incentive Plan Participant ceases to be an Equity Incentive Plan Participant.

 

In the event of a triggering event, which includes a change in control, dissolution or winding-up of the Company, a material alteration of the capital structure of the Company and a disposition of substantially all of the Company’s assets, the Plan Administrator may, without the consent of the Equity Incentive Plan Participant, cause all or a portion of the Awards granted to terminate upon the occurrence of such event, subject to any necessary approvals.

 

AMENDMENT OR TERMINATION OF THE EQUITY INCENTIVE PLAN

 

Subject to the approval of the Exchange, where required, the Equity Plan Administrator may from time to time, without notice to or approval of the Equity Incentive Plan Participants or Shareholders, terminate the Equity Incentive Plan. Amendments made to the Equity Incentive Plan shall require regulatory and Shareholder approval, except for amendments to: (i) fix typographical errors; and (ii) clarify existing provisions of the Equity Incentive Plan and which do not have the effect of altering the scope, nature and intent of such provisions.

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COMPANY EQUITY INCENTIVE PLAN RESOLUTION

 

At the Meeting, the Shareholders of the Company will be asked to consider and approve an ordinary resolution, in substantially the following form, in order to approve the Equity Incentive Plan, which resolution requires approval of greater than 50% of the votes cast by the disinterested Shareholders who, being entitled to do so, vote, in person or by proxy, on the ordinary resolution at the Meeting:

 

“BE IT RESOLVED, AS AN ORDINARY RESOLUTION, THAT:

 

a)subject to final acceptance of the TSXV, the Company’s Amended Equity Incentive Plan (the “Equity Incentive Plan”), to allow for no more than 51,145,906 incentive shares to be issued, substantially in the form attached as Appendix “B” to the management information circular of the Company dated November 29, 2024, is hereby approved;

 

b)the directors of the Company or any committee of the board of directors of the Company are hereby authorized to grant restricted share units (“RSUs”), performance share units (“PSUs”) and deferred share units (“DSUs”) pursuant to the Equity Incentive Plan to those eligible to receive RSUs, PSUs and DSUs thereunder;

 

c)any one (1) director or officer of the Company is hereby authorized to execute and deliver on behalf of the Company all such documents and instruments and to do all such other acts and things as in such director’s opinion may be necessary to give effect to the matters contemplated by these resolutions; and

 

d)notwithstanding that this resolution be passed by the shareholders of the Company, the Equity Incentive Plan is conditional upon receipt of final approval of the TSXV, and the directors of the Company are hereby authorized and empowered to revoke this resolution, without any further approval of the shareholders of the Company, at any time if such revocation is considered necessary or desirable to the directors.”

 

RECOMMENDATION OF THE BOARD

 

The Board has determined that the Equity Incentive Plan is in the best interests of the Company and the Shareholders and unanimously recommends that the Shareholders vote in favour of approving the Equity Incentive Plan. In the absence of any contrary directions, it is the intention of management to vote proxies in the accompanying form FOR the foregoing resolution.

 

The Board reserves the right to amend any terms of the Equity Incentive Plan or not to proceed with the Equity Incentive Plan at any time prior to the Meeting if the Board determines that it would be in the best interests of the Company and the Shareholders and to do so in light of any subsequent event or development occurring after the date of the Information Circular.

 

6.OTHER MATTERS

 

The management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed Form of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

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STATEMENT OF EXECUTIVE COMPENSATION

 

Compensation Discussion and Analysis

 

Information contained in this Statement of Executive Compensation is at June 30, 2024, unless otherwise indicated and all dollar amounts referenced herein are in Canadian Dollars, unless otherwise specified.

 

For the purpose of this statement of executive compensation, a “CEO” or “CFO” means each individual who served as Chief Executive Officer or Chief Financial Officer, respectively, of the Company or acted in a similar capacity during the most recently completed financial year.

 

A “Named Executive Officer” or “NEO” means each CEO, each CFO, the Company’s most highly compensated officer, other than the CEO and CFO, who was serving as an officer at the end of the most recently completed financial year and whose total compensation was more than $150,000, and any additional individuals who would be a Named Executive Officer but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of the financial year.

 

Based on the foregoing definitions, the Company’s Named Executive Officers in respect of the year ended June 30, 2024, were Devinder Randhawa, Chief Executive Officer, and Ryan Cheung, Chief Financial Officer, and Raymond Ashley, President.

 

General

 

The primary objectives of the Company’s executive compensation program are to attract, motivate and retain highly trained, experienced and committed executive officers who have the necessary skills, education, experience and personal qualities required to manage the Company’s business for the benefit of its shareholders, and to align their success with that of the shareholders.

 

Salaries or Consulting Fees: Future base executive compensation, in the form of salaries or consulting fees, will provide a fixed level of compensation for discharging the specific duties and responsibilities of the executive. The Board recognizes that the size of the Company may prohibit executive compensation from matching those of larger companies in the industry. The Board also believes that long-term equity interests, in the form of options (described above), will compensate for lower base fees. This compensation strategy is similar to the strategies of many other companies within the Company’s peer group.

 

Stock Based Compensation: Under the terms of the Company’s Stock Option Plan, the Board or a committee of the Board may grant incentive stock options to the Company’s directors, officers, employees and consultants to purchase Shares. The purpose of options is to provide a direct long-term incentive to improve shareholder value over time. The level of grant is determined by reference to standards of practice within the junior mining industry and the individual’s level of responsibility within the Company. The Company does not have a program or regular annual grant of options. When determining options to be allocated, several factors are considered, including the number of outstanding options held by an individual, the value of such options, and the total number of options available for granting.

 

When determining executive compensation, the Board will review the compensation policies of companies engaged in businesses similar to the Company’s. Although the Company has not obtained any industry reports regarding compensation, at the appropriate time the Board will review publicly available information with respect to compensation paid to the executives of companies that are also engaged in the acquisition, exploration and development of oil and gas properties.

 

In setting the base compensation levels for individuals, consideration will be given to objective factors such as the level of responsibility, experience and expertise, as well as subjective factors such as leadership and contribution to corporate performance. Fees will be reviewed annually and adjustments may be made based upon corporate and personal performance, market conditions and the level of responsibility attributed to specific executives.

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Unless otherwise noted, the following information is for the Company’s last completed financial year ended June 30, 2024:

 

Company” means F3 Uranium Corp.;

 

compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments including stock appreciation rights, deferred share units and restricted stock units granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

 

external management company” includes a subsidiary, affiliate or associate of the external management company;

 

NEO” or “named executive officer” means each of the following individuals:

 

(a)each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer (“CEO”), including an individual performing functions similar to a CEO;

 

(b)each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief financial officer (“CFO”), including an individual performing functions similar to a CFO;

 

(c)in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year ended June 30, 2024, whose total compensation was more than $150,000 for that financial year; and

 

(d)each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was not an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year;

 

plan” includes any plan, contract, authorization, or arrangement, whether or not set out in any formal document, where cash, compensation securities or any other property may be received, whether for one or more persons;

 

underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

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Director and NEO compensation, excluding options and compensation securities

 

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company or its subsidiary, to each NEO and director of the Company, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Company for services provided and for services to be provided, directly or indirectly, to the Company or its subsidiary.

 

Table of compensation excluding compensation securities
Name and Position Year
Ended
June
30
Salary,
consulting
fee, retainer
or
commission
($)
Bonus
($) (10)
Committee
or meeting
fees (1) ($)
Value of
perquisites
($)
Value of
all other
compensation
($)
Total
Compensation
($)
Devinder Randhawa
CEO, Director
2024
2023
400,000
266,667
670,000
403,500
56,500
25,500
NIL
NIL
NIL
NIL
1,126,500
695,667
Ryan Cheung
CFO, Corp Secretary
2024
2023
108,000
108,000
87,000
30,000
NIL
NIL
NIL
NIL
NIL
NIL
195,000
138,000
Raymond Ashley(2)
President, Director
2024
2023
340,000
162,885
385,000
280,000
55,000
2,500
NIL
NIL
NIL
NIL
780,000
445,384
Sam Hartmann(3)
VP Exploration
2024
2023
280,000
64,615
206,000
120,000
NIL
NIL
NIL
NIL
NIL
NIL
486,000
184,615
Jamie Bannerman(4)
VP Corp Dev.
2024
2023
209,832
164,298
190,000
105,000
NIL
NIL
NIL
NIL
NIL
NIL
399,832
269,298
John DeJoia(5)
Director
2024
2023
NIL
NIL
89,991
NIL
64,281
8,921
NIL
NIL
NIL
NIL
154,162
8,921
Terrence Osier (6)
Director
2024
2023
NIL
NIL
90,734
NIL
67,072
8,921
NIL
NIL
NIL
NIL
157,806
8,921
Laurie Thomas (7)
Director
2024
2023
NIL
N/A
30,833
N/A
66,500
N/A
NIL
N/A
NIL
N/A
97,333
N/A
Nicky Grant (8)
former Director
2024
2023
N/A
NIL
N/A
6,000
N/A
16,000
N/A
NIL
N/A
NIL
N/A
22,000
Chris Hilditch(9)
former Director
2024
2023
N/A
NIL
N/A
NIL
N/A
3,071
N/A
NIL
N/A
NIL
N/A
NIL

 

NOTES:

 

(1)Received for services as director and members of committees.

 

(2)Mr. Ashley was appointed to the board on April 4, 2023, and as President on April 11, 2023.

 

(3)Mr. Hartman was appointed as VP Exploration April 2023

 

(4)Mr. Bannerman was appointed as VP Corp Dev. April 2023

 

(5)Mr. DeJoia was appointed to the board on April 4, 2023.

 

(6)Mr. Osier was appointed to the board on April 4, 2023.

 

(7)Ms. Thomas was appointed to the board on September 23, 2023.

 

(8)Nicky Grant was appointed to the Board on August 3, 2022 and subsequently resigned on April 4, 2023.

 

(9)Mr. Hilditch was appointed to the Board on February 14, 2023, and resigned on April 4, 2023.

 

(10)Bonus payments are determined by the Compensation Committee and management, considering the milestones and accomplishments that have been achieved.

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Compensation Philosophy, Objectives and Governance

 

Compensation of Named Executive Officers and directors is determined based on discussion by the Board of Directors. The general objectives of the Company’s compensation strategy are to (a) compensate management in a manner that encourages and rewards a high level of performance and results with a view to increasing long-term Shareholder value; and (b) align management’s interests with the long-term interests of Shareholders.

 

The Board evaluates individual executive performance with the goal of setting compensation at levels that they believe are comparable with executives in other companies of similar size and stage of development operating in the same industry. In connection with setting appropriate levels of compensation, the Board base their decisions on their general business and industry knowledge and experience and publicly available information of comparable companies while also taking into account the Company’s relative performance and strategic goals.

 

The Compensation Committee was formed by the Board and reviews and makes recommendations to the Board in its oversight role with respect to, among other things:

 

(a)fair compensation of executive officers and directors of the Company;

 

(b)performance of the CEO and CEO succession planning;

 

(c)individuals qualified to become new directors of the Company, while giving equal consideration to women for Board positions;

 

(d)director nominees for the next annual meeting of Shareholders;

 

(e)the policies of the Board on an annual basis and, if considered appropriate by the Compensation Committee, suggest changes to the Board;

 

(f)performing such tasks as indicated in the Company’s Corporate Governance Guidelines; and

 

(g)administering the Code and other relevant policies of the Company.

 

The current members of the Compensation Committee are John DeJoia, Terrence Osier and Laurie Thomas, with each being an independent director within the meaning of NI 52-110. Mr. DeJoia is the Chairman of the Compensation Committee.

 

Each member of the Compensation Committee has the necessary experience to enable them to make decisions on the suitability of the Company’s compensation policies or practices.

 

COMPENSATION PROCESS

 

The Compensation Committee is responsible for reviewing and recommending to the Board all compensation arrangements for the NEOs of the Company and the directors, including stock option grants, on an annual basis.

 

Elements of Executive Compensation

 

The executive officer compensation consists of three basic elements: (i) base salary; ii) the payment of bonuses where appropriate, at the discretion of the Board, and ii) incentive stock options. The base salary established for each executive officer is intended to reflect each individual’s responsibilities, experience, prior performance and other discretionary factors deemed relevant by the Board. In deciding on the salary portion of the compensation of the executive officers, major consideration is given to the fact that the Company is an early-stage investment company and must rely mainly on funds raised from equity financing. Therefore, greater emphasis may be put the achievement of set strategic investments for the payment of bonuses and on incentive stock option compensation. The incentive stock option portion of the compensation is designed to provide the executive officers of the Company with a long-term incentive in developing the Company’s business. Options granted under the Company’s stock option plan are approved by the Board, and if applicable, its subcommittees, after consideration of the Company’s overall performance and whether the Company has met targets set out by the executive officers in their strategic plan.

 

As at the year ended June 30, 2024, the significant elements of compensation awarded to the NEOs were cash salaries, cash bonuses and Options. The Board reviews annually the total compensation package of each of the Company’s executives on an individual basis, against the backdrop of the compensation goals and objectives described above.

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Cash Salary and Bonus

 

Base compensation and bonus for executive officers of the Company is set annually, having regard to the individual’s job responsibilities, contribution, experience and proven or expected performance, as well as to market conditions and peer group analysis. In setting base compensation and bonus levels, consideration is to be given to such factors as level of responsibility, experience and expertise in addition to the policies of the Exchange. Subjective factors such as leadership, commitment and attitude are also to be considered.

 

Options

 

As part of the long-term component to the executive compensation program, executive officers of the Company are eligible to receive Options. The maximization of Shareholder value is encouraged by granting Options since it provides an incentive to eligible persons to further the development, growth and profitability of the Company. Consideration will be given to granting Options amongst the various organizational levels of management, including directors, officers, employees and certain consultants. The CEO makes recommendations to the Board for the CFO, employees and certain consultants. These recommendations are to take into account factors such as awards made in previous years, the number of options and share awards outstanding per individual and the level of responsibility. The Board, as a whole, determines the Options to be issued to the CEO.

 

Pension Plans

 

The Company does not have any form of pension plan that provides for payments or benefits to the NEOs at, following or in connection with retirement. The Company does not have any form of deferred compensation plan.

 

Elements of Director Compensation

 

The compensation program was put in place whereby the directors of the Company who are not Named Executive Officers (“NEO’S”) would receive annual director’s fees, paid quarterly. All directors are reimbursed for reasonable expenses incurred by them in their capacity as directors, including among other things, travel and out of pocket expenses incurred in connection with meetings of the Board or any committee of the Board. In addition, the directors are entitled to participate in the Company’s stock option plan. The Board annually reviews the Company’s approach to director compensation, generally, against the backdrop of the compensation goals and objectives described above.

 

In addition to directors’ fees, directors may be compensated in cash and/or equity for their expert advice and contribution towards the success of the Company. The form and amount of such compensation will be evaluated by the Compensation Committee, which will be guided by the following goals:

 

(i)compensation should be commensurate with the time spent by directors in meeting their obligations and reflective of the compensation paid by companies similar in size and business to the Company; and

 

(ii)the structure of the compensation should be simple, transparent and easy for Shareholders to understand

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STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

 

The Company’s granted and outstanding compensation securities to the Directors and NEOs for the financial year ended June 30, 2024.

 

Compensation Securities
Name and Position Type of
Compensation
Security
Number of
compensation
securities, number
of underlying
securities, and
percentage of
eligible in the class
Date of Issue
or Grant
Issue,
conversion
or exercise
price ($)
Closing
price of
security or
underlying
security
on date of
grant ($)
Closing price
of security or
underlying
security at
year end
($)
Expiry
Date
Devinder Randhawa
CEO, Chairman, Director
Stock Options 1,800,000
1,450,000
600,000
1,500,000
2,000,000
1,613,000
17% of Options
2021-09-02
2021-10-14
2022-03-08
2023-04-06
2023-12-15
2024-01-12
0.12
0.16
0.20
0.33
0.41
0.45
0.13
0.20
0.20
0.34
0.075
0.075
0.075
0.34
2026-09-02
2026-10-14
2027-03-08
2028-04-06
2028-12-15
2029-01-12
RSU 10,272,618
2,000,000
30% of RSU’s
- - - - 2025-01-01
2027-12-15
Raymond Ashley
President, Director
Stock Options 500,000
350,000
1,350,000
2,000,000
1,566,000
12% of Options
2021-10-12
2022-03-08
2023-04-06
2023-12-15
2024-01-12
0.20
0.19
0.34
0.41
0.45
0.16
0.20
0.33
0.075
0.075
0.34
2026-10-12
2027-03-08
2028-04-06
2028-12-15
2029-01-12
RSU 4,300,000
2,000,000
15% of RSU’s
2022-12-21
2023-12-15
- - - 2025-01-01
2027-12-15
John DeJoia
Director
Stock Options 1,000,000
1,000,000
783,000
5% of Options
2023-04-10
2023-12-15
2024-01-12
0.33
0.41
0.45
0.34 0.34 2028-04-06
2028-12-15
2029-01-12
RSU 1,000,000
2% of RSU’s
2023-12-15       2027-12-15
Terrence Osier
Director
Stock Options 1,000,000
1,000,000
783,000
5% of Options
2023-04-06
2023-12-15
2024-01-12
0.33
0.41
0.45
0.34 0.34 2028-04-06
2028-12-15
2029-01-12
RSU 1,000,000
2% of RSU’s
2023-12-15       2027-12-15

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Compensation Securities
Name and Position Type of
Compensation
Security
Number of
compensation
securities, number
of underlying
securities, and
percentage of
eligible in the class
Date of Issue
or Grant
Issue,
conversion
or exercise
price ($)
Closing
price of
security or
underlying
security
on date of
grant ($)
Closing price
of security or
underlying
security at
year end
($)
Expiry
Date
Ryan Cheung
CFO
Stock Options 250,000
150,000
250,000
105,000
3% of Options
2021-09-02
2021-10-14
2022-03-09
2023-04-06
0.12
0.16
0.20
0.33
0.13
0.20
0.20
0.34
0.075
0.075
0.075
0.34
2026-09-02
2026-10-14
2027-03-09
2028-04-06
RSU 500,000
1.8% of RSU’s
2022-12-21 - - - 2026-01-01
Sam Hartmann
VP of Explorations
Stock Options 200,00
100,000
480,000
1,000,000
783,000
5% of Options
2021-10-12
2022-03-08
2023-04-06
2023-12-15
2024-01-12
0.20
0.19
0.34
0.41
0.16
0.20
0.33         0.41
0.075
0.075
0.34
2026-10-12
2027-03-08
2028-04-06
2028-12-15
2029-01-12
RSU 533,333
1,000,000
6% of RSU’s
2022-12-21
2023-12-15
- - - 2025-01-01
2027-12-15
Jamie Bannerman
VP Corp. Development
Stock Options 400,000
275,000
250,000
250,000
750,000
588,000
5% of RSU’s
2021-09-02
2021-10-14
2022-03-09
2023-04-06
2023-12-15
2024-01-12
0.12
0.16
0.20
0.33
0.41
0.45
0.13
0.20
0.20
0.34   0.41
0.075
0.075
0.075
0.34
2026-09-02
2026-10-14
2027-03-09
2028-04-06
2028-12-15
2029-01-12
RSU 1,000,000
750,000
3% of RSU’s
2022-12-22
2023-12-15
- - - 2025-01-01
2027-12-15
Laurie Thomas
Director
Stock Options 500,000                391,000
2% of Options
2023-12-15 2024-01-12 0.41   0.45 0.41   2028-12-15 2029-01-12
RSU 500,000
1% of RSU’s
2023-12-15 - - - 2028-12-15

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EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOs

 

The following table provides a summary of all compensation securities exercised by directors and NEOs during the most recently completed financial year ended June 30, 2024:

 

Name and
position
Type of
Compensation
Security
# of underlying
securities
exercised
Exercise price
per security ($)
Date of
Exercise
Closing Price of
Security on
Date of
Exercise ($)
Difference
Between
Exercise Price
and Closing
Price on Date
of Exercise ($)
Total Value on
Exercise Date
($)
Raymond Ashley Stock Options 100,000 0.12 April 29, 2024 0.415 0.295 $29,500
Jamie Bannerman Stock Options 50,000 0.12 April 19, 2024 0.40 0.28 $14,000
Devinder Randhawa Stock Options 840,000   Dec 27, 2023 0.40    
320,000   Dec 27, 2023 0.40    
350,000 0.12 Apr 19, 2024 0.40 0.28 $98,000

 

Securities Authorized For Issuance Under Equity Compensation Plans

 

The following table sets forth aggregated information as at November 29, 2024, with respect to the Stock Option Plan, which, together with the RSU Plan, are the only compensations plan under which equity securities of the Company are authorized for issuance to employees or nonemployees such as directors and consultants:

 

Equity Compensation Plan Information
Plan Category Number of securities to
be issued upon exercise
of outstanding options,

warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights

(b)
Number of securities remaining
available for future issuance under
equity compensation plans
(excluding securities reflected in
column (a))

(c)
Equity compensation plans approved by Securityholders (1) 42,254,541
10% option plan (1)

33,152,377
10% fixed RSU plan
0.23 9,161,365
10% option plan

1,184,498
10% fixed RSU plan
Equity compensation plans not approved by securityholders NIL - 10,042,506
RSUs
Total 75,406,918   20,388,369

 

1)The Option Plan provides that the aggregate number of securities reserved for issuance under the Option Plan may not exceed 10% of the issued and outstanding shares of the Company at the time of granting of Options.

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DIRECTORSHIPS IN OTHER PUBLIC COMPANIES

 

The following directors of the Company are also directors of other reporting issuers (or the equivalent) as set forth below:

 

DIRECTOR NAME REPORTING ISSUER
Devinder Randhawa Genesis AI Corp.
Shine Minerals Corp.
Strathmore Plus Uranium Corp.
John DeJoia Strathmore Plus Uranium Corp.

 

TERMINATION AND CHANGE OF CONTROL BENEFITS

 

Other than as set forth below, the Corporation does not have any plan, contracts, or arrangements in place with any NEO that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive), as a result of resignation, retirement, change of control, etc. or if his / her responsibilities change following a change of control.

 

On May 1, 2023, the Corporation entered into a consulting services agreement with Midland Management Ltd. (“Midland Management”) pursuant to which Midland Management will provide services to the Corporation related to executive management, strategic corporate planning and third-party engagement (the “Midland Consulting Agreement”). If there is a Change of Control (as defined below) of the Corporation and the Midland Consulting Agreement is terminated by the Corporation within 60 days of a Change of Control or Midland Management terminates the Midland Consulting Agreement by giving written notice to the Corporation within 180 days of becoming aware of the Change of Control having occurred, the Corporation will pay to Midland Management a lump sum of the annual fee of $108,000, and the average of the annual bonuses or other cash incentive payments, if any, paid by the Corporation to Midland Management for the calendar year immediately preceding the year in which the termination date occurs. Additionally, upon termination of the Midland Consulting Agreement by the Corporation, the Corporation shall pay to Midland Management any bonus fees owing to Midland Management immediately prior to the termination of the Midland Consulting Agreement, and all stock options granted to Midland Management, or previously to Ryan Cheung in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

 

On May 15, 2023, as amended on August 1, 2023, the Corporation entered into a consulting services agreement with RD Capital Inc. (“RD Capital”) pursuant to which RD Capital will provide services to the Corporation related to executive management, strategic corporate planning and third-party engagement (the “RD Consulting Agreement”). If there is a Change of Control (as defined below) of the Corporation and the RD Consulting Agreement is terminated by the Corporation within 60 days of a Change of Control or RD Capital terminates the RD Consulting Agreement by giving written notice to the Corporation within 60 days of becoming aware of the Change of Control having occurred, the Corporation will pay to RD Capital two times the annual fee of $400,000 or such higher annual fee as at the date of termination, two times the bonus fee, as determined by applicable executive bonus plans, based on the average of the previous three years of bonus fees multiplied by two, or, if termination occurs before three calendar years, the total of the bonus fees payable in the previously full calendar year multiplied by two. Additionally, upon termination of the RD Consulting Agreement by the Corporation, the Corporation shall pay to RD Capital any bonus fees owing to RD Capital immediately prior to the termination of the RD Consulting Agreement, and all stock options granted to RD Capital, or previously to Devinder Randhawa in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

 

Pursuant to an employment agreement (the “Employment Agreement”) with Raymond Ashley (the “Mr. Ashley”), if there is a Change of Control of the Corporation and the Employment Agreement is terminated by the Corporation within 60 days of a Change of Control or Mr. Ashley terminates the Employment Agreement by giving written notice to the Corporation within 60 days of becoming aware of the Change of Control having occurred, the Corporation will pay to Mr. Ashley two times the annual fee or such higher annual fee as at the date of termination, two times the bonus fee, as determined by applicable executive bonus plans, based on the average of the previous three years of bonus fees multiplied by two, or, if termination occurs before three calendar years, the total of the bonus fees payable in the previously full calendar year multiplied by two. Additionally, upon termination of the Employment Agreement by the Corporation, the Corporation shall pay to Mr. Ashley any bonus fees owing to Mr. Ashley immediately prior to the termination of the Employment Agreement, and all stock options granted to Mr. Ashley, or previously to Mr. Ashley in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

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A Change of Control shall mean (i) at least 50% in fair-market value of all the assets of the Corporation are sold; (ii) there is direct or indirect acquisition by a person or group of persons of voting securities of the Corporation, that in aggregate with those voting securities held by such person or group of persons, constitutes 50% or more of the outstanding voting securities of the Corporation; (iii) a majority of the Board’s nominees for election are not elected at any annual or special meeting of shareholders of the Corporation; (iv) a liquidation, dissolution or winding up of the Corporation occurs; or (v) the amalgamation, merger or arrangement of the Corporation with another entity, other than Fission Uranium Corp., where the shareholders of the Corporation immediately prior to the transaction will hold less than 50.1% of the voting securities of the resulting entity.

 

ORIENTATION AND CONTINUING EDUCATION

 

When new directors are appointed, they receive orientation commensurate with their previous experience and on the responsibilities of directors. Board meetings may also include presentations by the Company’s management and employees to give the directors additional insight into the Company’s business.

 

ETHICAL BUSINESS CONDUCT

 

The Board of Directors has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law and the restrictions placed by applicable corporate legislation on an individual director’s participation in decisions of the Board in which the director has an interest have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

 

NOMINATION OF DIRECTORS

 

The Compensation Committee determines compensation for the directors and executive officers and is comprised of three (3) directors.

 

The Company’s compensation philosophy for executives continues to follow three underlying principles:

 

(i)to provide a compensation package that encourages and motivates performance;

 

(ii)to be competitive with other companies of similar size and scope of operations so as to attract and retain talented executives; and

 

(iii)to align the interests of its executive officers with the long-term interests of the Company and its securityholders through stock-related programs.

 

When determining compensation policies and individual compensation levels for executive officers, the Compensation Committee takes into consideration a variety of factors. These factors include overall financial and operating performance of the Company, the Compensation Committee and the Board’s overall assessment of each executive’s individual performance and contribution towards meeting corporate objectives, levels of responsibility, length of service and industry comparable’ s. Executive compensation is comprised primarily of a base salary and participation in the Company’s stock option plan and may also consist of bonuses and other perquisites which are awarded on an occasional basis.

 

The salary for each executive officer’s position is primarily determined having regard for the incumbent’s responsibilities, individual performance factors, overall corporate performance, and the assessment of such individual as presented by management to the Board and the Compensation Committee. The salary is intended to provide the executive officer with a compensation level competitive with base salaries within the industry.

 

Executive officers benefit from improved performance of the Company almost entirely through their participation in the Company stock option plan and from time to time by the receipt of bonuses.

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Audit Committee

 

The Audit Committee is responsible for the Company’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Company’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Company’s external auditors.

 

The Audit Committee also assists the Board in fulfilling its responsibilities by reviewing the Company’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the Company’s financial strategies, its financing plans and its use of the equity and debt markets.

 

National Instrument 52-110 Audit Committees (“NI 52-110”) requires the Company, as a venture issuer to disclose annually in its Information Circular certain information concerning the constitution of its audit committee and its relationship with its independent auditor, as set forth in the following:

 

Audit Committee Charter

 

The text of the Company’s Audit Committee Charter is attached hereto as Schedule “A” to this Information Circular.

 

Composition of Audit Committee

 

The current members of the Audit Committee are Laurie Thomas, Terrence Osier, and John DeJoia. All members are considered independent. All members of the Audit Committee are financially literate.

 

NI 52-110 provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Board, reasonably interfere with the exercise of the member’s independent judgment.

 

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

 

All the Audit Committee members have the ability to read and understand financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

 

Relevant Education and Experience

 

All the Audit Committee members are senior-level businesspeople with experience in financial matters; each has an understanding of accounting principles used by the Company to prepare financial statements and varied experience as to general application of such accounting principles, as well as the internal controls and procedures necessary for financial reporting, garnered from working in their individual fields of endeavour.

 

In addition, each of the members of the Audit Committee have knowledge of the role of an audit committee in the realm of reporting companies from their years of experience as directors or officers of public companies other than the Company.

 

John DeJoia

 

Mr. DeJoia has over 40 years in the uranium industry and holds a B.S. in Geology from the University of Wyoming. John has held positions as Chief Geologist, Director of Technical Services, Construction Manager and Senior Vice-President positions.

 

Terrence Osier

 

Mr. Osier has a Master of Science in Geology from Idaho State University, and a Bachelor of Science in Geology from Western Washington University and has over 10 years in the public sector.

 

Laurie Thomas

 

Ms. Thomas is a Past Director of the Institute of Chartered Professional Accountants of Saskatchewan and Past Chair of the Audit Committee. She currently sits as a Director on the Board for Meadow Lake Tribal Council Industrial Investments and is Chair of the Audit Committee.

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Audit Committee Oversight

 

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the board of directors.

 

Reliance on Certain Exemptions

 

In respect of the Company’s most recently completed financial year, the Company has not relied on the exemption in section 2.4 (De Minimis Non-audit Services) of NI 52-110 or an exemption from NI 52-110, in whole or in part, granted by a securities regulator under Part 8 (Exemptions) of NI 52-110. In respect of the most recently completed financial year, the Company is relying on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 5 (Reporting Obligations) of NI 52-110.

 

Pre-Approval Policies and Procedures for Non-Audit Services

 

The Audit Committee has not adopted specific policies and procedures for the engagement of non-audit services. Subject to the requirements of NI 52-110, the engagement of non-audit services is considered by the Company’s Board, and where applicable the audit committee, on a case-by-case basis.

 

External Auditor Service Fees

 

In the following table, “Audit Fees” are fees billed by the Company’s external auditors for services provided in auditing the Company’s annual financial statements for the subject year. “Audit-related Fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements. “Tax Fees” are billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “All Other Fees” are fees billed by the auditors for products and services not included in the foregoing categories.

 

The fees paid by the Company to its auditors in each of the last two (2) financial years, by category, are as follows:

 

Auditor Financial Year
Ending June 30
Audit
Fees(1) ($)
Audit-related
Fees(2) ($)
Tax
Fees(3) ($)
All Other
Fees(4) ($)
Charlton & Company 2023 50,000 Nil Nil Nil
Davidson & Company LLP 2024 90,000 145,000 Nil Nil
Charlton & Company 2024 NA NA NA 35,000

 

NOTES:

 

(1)The aggregate audit fees billed.

 

(2)The aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements that are not included under the heading “Audit Fees”.

 

(3)The aggregate fees billed for professional services rendered for tax compliance, tax advice and tax planning.

 

(4)Fees billed for review of 2024 third quarter financials as needed for the completion of the Plan of Arrangement.

 

CORPORATE GOVERNANCE PRACTICES

 

In accordance with National Instrument 58-101 – Disclosure of Corporate Governance Practices and National Policy 58-201 – Corporate Governance Guidelines (“NP 58-201”), issuers are to disclose the corporate governance practices that they have adopted. NP 58-201 provides guidance on corporate governance practices.

 

The Board has delegated the corporate governance of the Company to the CCGN Committee. The Board and the Company’s management consider good corporate governance to be central to the effective and efficient operation of the Company. Below is a discussion of the Company’s approach to corporate governance.

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BOARD OF DIRECTORS

 

Independence of Board of Directors

 

Under National Instrument 52-110 - Audit Committees (“NI 52-110”), a director is independent if he or she has no direct or indirect material relationship with us. A material relationship is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of a director’s independent judgment. NI 52-110 also sets out certain situations where a director will automatically be considered to have a material relationship with us. More than half of our current directors are independent: Mrs. Thomas, Mr. DeJoia and Osier are “independent” within the meaning of NI 52-110. Mr. Randhawa and Ashley are not independent because they serve respectively as the CEO and President of the Company, respectively.

 

Board Oversight

 

The Board currently consists of five (5) members, three of whom are independent. Mr. Randhawa is currently the Chair of the Board. Post meeting date the Board will consist of 4 members. The Board has the overall responsibility for the strategic planning and general management of the business and affairs of the Company. The Board facilitates its exercise of independent supervision over management through a combination of formal meetings of the Board, as well as informal discussions amongst the Board members combined with input from its committees having a majority of independent directors

 

BOARD REVIEW PROCESS

 

The Company does not have a formal Board Review Policy. The Board, on an ad hoc basis, conducts informal assessments of the Board’s effectiveness, the individual directors, the reports from the committees and communication between the Board and management.

 

COMMITTEES OF THE BOARD OF DIRECTORS

 

Committees of the Board are an integral part of the Company’s governance structure. At the present time, the Company has no standing committees other than the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee

 

ASSESSMENTS

 

The board has not, as yet, established procedures to formally review the contributions of individual directors. At this point, the directors believe that the board’s current size facilitates informal discussion and evaluation of members’ contributions within that framework.

 

Director Term Limits and Other Mechanisms of Board Renewal

 

The Company has not adopted formal term limits or a formal retirement policy for its directors. The By-laws of the Company provide that all directors in office shall retire at the next annual general meeting of the Shareholders and if qualified, shall be eligible for re-election. Accordingly, the Company has determined that term limits or mandatory retirement based on age is not necessary. The Company feels that the imposition of such limits could be counter productive as it has been the Company’s experience that its directors become increasingly more effective, and better able to provide fresh insights and perspectives and to function independently from management, as they gain experience and a deeper understanding of the Company’s business and its strategic and operational objectives.

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Policies Regarding the Representation of Women on the Board

 

The Company does not have a written policy or set targets relating to the identification and nomination of women on the Board. The Board may consider the adoption of such a policy in the future if it deems it to be in the best interests of the Company. The Board is committed to nominating the best candidates to fulfill director roles and executive officer positions taking into account diversity and personal characteristics such as age, gender, race, cultural and educational background to ensure the Board and executive officers have the proper skills, expertise and diversity of perspectives. At this time, the Board has determined that it is not necessary of the Company to have such written policies given the current size of the Board, the relatively static composition of the Board over recent years and that the nominating function is currently performed by the Board as a whole.

 

Consideration of the Representation of Women in Director Identification and Selection

 

The Board is relatively static, with few new directors being nominated by the Board on an annual basis. However, when the Board does identify and nominate new directors, it aims to maintain a composition which provides the best mix of perspectives, experience and expertise to lead the Company’s long- term strategy and monitor ongoing business operations. When identifying and nominating new members, the Board will do so with a view to its overall diversity, including level of representation of women on the Board in tandem with other considerations, including a candidate’s experience, skills, independence, and the time a proposed nominee is able to devote to the Board.

 

Consideration of the Representation of Women in Executive Officer Appointments

 

In making new executive officer appointments, the Board considers the overall diversity of the Company’s executive team, including the level of women in executive positions, in tandem with other considerations, including candidates’ experience, skills, independence, and the time a proposed nominee is able to devote to the appointment. Currently, the Company has had a women in the director position and as the Corporate Secretary.

 

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

 

Except as disclosed herein or above, no informed person (a director, officer or holder of 10% or more of the Common Shares) or nominee for election as a director of the Company or any associate or affiliate of any informed person or proposed director had any interest in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction which has materially affected or would materially affect the Company or any of its subsidiaries.

 

MANAGEMENT CONTRACTS

 

The management functions of the Company are not to any substantial degree performed by any person other than the executive officers and directors of the Company.

 

ADDITIONAL INFORMATION

 

Financial information about the Company is included in the Company’s financial statements and Management’s Discussion and Analysis for the financial year ended June 30, 2024, which have been electronically filed with regulators and are available through the Internet on the Canadian System for Electronic Document Analysis and Retrieval (SEDAR+) at www.sedarplus.ca. Copies may be obtained upon request to the Company at 750 – 1620 Dickson Ave., Kelowna, BC V1Y 9Y2. You may also access the Company’s public disclosure documents through the Internet on SEDAR+ at www.sedarplus.ca

 

DIRECTOR APPROVAL

 

The contents of this Circular and the sending thereof to the shareholders have been approved by the Directors of the Company.

 

DATED at Vancouver, British Columbia, this 5th day of December 2024.

 

BY ORDER OF THE BOARD

 

Signed: “Devinder Randhawa
DEVINDER RANDHAWA
Chief Executive Officer and Director

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SCHEDULE “A”

AUDIT COMMITTEE CHARTER

 

F3 URANIUM CORP. AUDIT COMMITTEE CHARTER

 

1.Overall Purpose / Objectives

 

The Audit Committee will assist the Board of Directors in fulfilling its responsibilities. The Audit Committee will review the financial reporting process, the system of internal controls and management of financial risks and the audit process. In performing its duties, the Audit Committee will maintain effective working relationships with the Board of Directors, management, and the external auditors and monitor the independence of those auditors. To perform his or her role effectively, each committee member will obtain an understanding of the responsibilities of committee membership as well as the Company’s business, operations and risks.

 

2.Authority

 

The Board authorizes the Audit Committee, within the scope of its responsibilities, to seek any information it requires from any employee and from external parties, to obtain outside legal or professional advice, to set and pay the compensation for any advisors employed by the Audit Committee, to ensure the attendance of Company officers at meetings as appropriate and to communicate directly with the Company’s external auditors.

 

3.Organization

 

3.1The Audit Committee will be comprised of at least three members, all of whom shall be directors of the Company. Whenever reasonably feasible a majority of the members of the Audit Committee shall have no direct or indirect material relationship with the Company. If less than a majority of the Board of Directors are independent, then a majority of the members of the Audit Committee may be made up of members that are not independent of the Company, provided that there is an exemption in the applicable securities law, rule, regulation, policy or instrument (if any).

 

3.2The Chairman of the Audit Committee (if any) will be nominated by the Audit Committee from the members of the Audit Committee who are not officers or employees of the Company, or a company associated or affiliated with the Company, from time to time.

 

3.3A quorum for any meeting will be two members.

 

3.4The secretary of the Audit Committee will be the Company secretary, or such person as nominated by the Chairman of the Audit Committee, if there is one, or by the members of the Audit Committee.

 

Attendance at Meetings

 

3.5The Audit Committee may invite such other persons (e.g., the President or Chief Financial Officer) to its meetings, as it deems appropriate.

 

3.6Meetings shall be held not less than four times a year. Special meetings shall be convened as required. External auditors may convene a meeting if they consider that it is necessary.

 

4.Roles and Responsibilities

 

The Audit Committee will:

 

4.1Review and recommend to the Board of Directors any revisions or updates to the Audit Committee Charter.

 

4.2Recommend to the Board of Directors:

 

(a)the external auditor to be nominated for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company; and

34 | P a g e

 

 

(b)the compensation of the external auditor.

 

4.3Directly oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.

 

4.4Pre-approve all non-audit services to be provided to the Company or its subsidiary entities by the Company’s external auditor provided that the Audit Committee shall have the authority to delegate such responsibility to one or more of its members to the extent permitted under applicable law and stock exchange rules.

 

4.5Review the Company’s financial statements, MD&A and, if applicable, annual and interim earnings press releases before the Company publicly discloses this information.

 

4.6Ensure that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to in subsection 4.5 and shall periodically assess the adequacy of those procedures.

 

4.7Establish procedures for:

 

a)the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and

 

b)the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

 

4.8Review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor.

35 | P a g e

 

 

Exhibit 99.42

 

F3 URANIUM CORP.

(GRAPHIC)

 

8th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1
www.computershare.com

 

 

  Security Class
   
  Holder Account Number

 

 

  Fold

 

Voting Instruction Form (“VIF”) - Annual General and Special Meeting to be held on Wednesday, January 15, 2025

 

NON-REGISTERED (BENEFICIAL) SECURITYHOLDERS

 

1.We are sending to you the enclosed proxy-related materials that relate to a meeting of the holders of the series or class of securities that are held on your behalf by the intermediary identified above. Unless you attend the meeting and vote in person, your securities can be voted only by management, as proxy holder of the registered holder, in accordance with your instructions.

 

2.We are prohibited from voting these securities on any of the matters to be acted upon at the meeting without your specific voting instructions. In order for these securities to be voted at the meeting, it will be necessary for us to have your specific voting instructions. Please complete and return the information requested in this VIF to provide your voting instructions to us promptly.

 

3.If you want to attend the meeting and vote in person, please write your name in the place provided for that purpose in this form. You can also write the name of someone else whom you wish to attend the meeting and vote on your behalf. Unless prohibited by law, the person whose name is written in the space provided will have full authority to present matters to the meeting and vote on all matters that are presented at the meeting, even if those matters are not set out in this form or the information circular. Consult a legal advisor if you wish to modify the authority of that person in any way. If you require help, please contact the Registered Representative who services your account.

 

4.This VIF should be signed by you in the exact manner as your name appears on the VIF. If these voting instructions are given on behalf of a body corporate set out the full legal name of the body corporate, the name and position of the person giving voting instructions on behalf of the body corporate and the address for service of the body corporate.

 

5.If a date is not inserted in the space provided on the reverse of this VIF, it will be deemed to bear the date on which it was mailed by management to you.

 

6.When properly signed and delivered, securities represented by this VIF will be voted as directed by you, however, if such a direction is not made in respect of any matter, and the VIF appoints the Management Nominees, the VIF will direct the voting of the securities to be made as recommended in the documentation provided by Management for the meeting.

 

7.Unless prohibited by law, this VIF confers discretionary authority on the appointee to vote as the appointee sees fit in respect of amendments or variations to matters identified in the notice of meeting or other matters as may properly come before the meeting or any adjournment thereof.

 

8.By providing voting instructions as requested, you are acknowledging that you are the beneficial owner of, and are entitled to instruct us with respect to the voting of, these securities.

 

9.If you have any questions regarding the enclosed documents, please contact the Registered Representative who services your account.

 

10.This VIF should be read in conjunction with the information circular and other proxy materials provided by Management.
  Fold

 

VIFs submitted must be received by 10:30 a.m., Vancouver time, on Monday, January 13, 2025.

 

VOTE USING THE TELEPHONE OR INTERNET 24 HOURS A DAY 7 DAYS A WEEK!

           
(GRAPHIC)   (GRAPHIC)  

 Call the number listed BELOW from a touch tone telephone.

 

1-866-734-VOTE (8683) Toll Free

 

  Go to the following web site:
www.investorvote.com

 

●   Smartphone?
Scan the QR code to vote now.

(GRAPHIC)    

 

If you vote by telephone or the Internet, DO NOT mail back this VIF.

 

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual.

 

Voting by mail or by Internet are the only methods by which a holder may choose an appointee other than the Management appointees named on the reverse of this VIF. Instead of mailing this VIF, you may choose one of the two voting methods outlined above to vote this VIF.

  

To vote by telephone or the Internet, you will need to provide your CONTROL NUMBER listed below.

 

CONTROL NUMBER

 

 

+ +

 

Appointee(s)

I/We being holder(s) of securities of F3 Uranium Corp. (the “Company”) hereby appoint: Devinder Randhawa, CEO or failing this person, Raymond Ashley, President or failing this person, Ryan Cheung, CFO (the “Management Nominees”) OR If you wish to attend in person or appoint someone else to attend on your behalf, print your name or the name of your appointee in this space (see Note #3 on reverse).    

 

as my/our appointee to attend, act and to vote in accordance with the following direction (or if no directions have been given, as the appointee sees fit) and on all other matters that may properly come before the Annual General and Special Meeting of shareholders of the Company to be held at Suite 750 - 1620 Dickson Avenue, Kelowna, British Columbia on Wednesday, January 15, 2025 at 10:30 a.m., Vancouver time, and at any adjournment or postponement thereof.

 

VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT OVER THE BOXES.

  For Against  
       
1. Number of Directors o o  
To set the number of Directors at four (4).  
       
       
                   
2. Election of Directors                 Fold
  For Withhold   For Withhold   For Withhold  
                   
01. Devinder Randhawa o o 02. Raymond Ashley o o 03. John DeJoia o o  
                   
04. Terrence Osier o o              
                   
  For Withhold  
       
3. Appointment of Auditors o o  
Appointment of Davidson & Company LLP as Auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration.      
       
  For Against  
       
4. Stock Option Plan o o  
To pass by ordinary resolution to continue the 10% Rolling Stock Option Plan.      
       
  For Against  
       
5. Restricted Share Unit Plan Resolution o o  
To consider, and if deemed appropriate, to pass, an ordinary resolution, affirming, ratifying and approving the continuation of the RSU Plan.      
       
  For Against   Fold
       
6. Other Matters o o  
To transact such other business as may properly come before the Meeting or any adjournment thereof.      

 

         
Authorized Signature(s) - This section must be completed for your instructions to be executed.   Signature(s)   Date
         
I/We authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any VIF previously given with respect to the Meeting. If no voting instructions are indicated above, and the VIF appoints the Management Nominees, this VIF will be voted as recommended by Management.       DD/MM/YY
         

 

Interim Financial Statements - Mark this box if you would like to receive Interim Financial Statements and accompanying Management’s Discussion and Analysis by mail. o Annual Financial Statements - Mark this box if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. o    

 

If you are not mailing back your VIF, you may register online to receive the above financial report(s) by mail at www.computershare.com/mailinglist.

         
n F S I Q 3 7 0 3 6 1 A R 1 +

 

 

 

Exhibit 99.43

 

F3 URANIUM CORP.  Have questions about this notice? Call the Toll Free Number below or scan the QR code to find out more.

Toll Free 1-866-964-0492

 

  (LOGO)  www.computershare.com/
noticeandaccess

  

Notice of Availability of Proxy Materials for
F3 URANIUM CORP. Annual General and Special Meeting

 

Meeting Date and Location:

 

When: January 15, 2025   Where: Suite 750 – 1620 Dickson Avenue,    
  10:30 am (Pacific Time)     Kelowna, British Columbia   Fold

  

 

 

You are receiving this notice to advise that the proxy materials for the above noted securityholders’ meeting are available on the Internet. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We remind you to access and review all of the important information contained in the information circular and other proxy materials before voting.

 

The information circular and other relevant materials are available at:

 

https://f3uranium.com/investors/2024-agm-materials/

 

OR

 

www.sedarplus.ca

 

 

 

How to Obtain Paper Copies of the Proxy Materials    
    Fold
Securityholders may request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed Voting Instruction Form or Proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests must be received no later than January 6, 2025. If you do request the current materials, please note that another Voting Instruction Form/Proxy will not be sent; please retain your current one for voting purposes.    

  

For Holders with a 15 digit Control Number:

 

Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from Outside of North America - (514) 982-8716 and entering your control number as indicated on your Voting Instruction Form or Proxy.

 

To obtain paper copies of the materials after the meeting date, please contact 1-778-484-8030.

For Holders with a 16 digit Control Number:

 

Request materials before or after the meeting by calling Toll Free, within North America - 1-877-907-7643 or direct, from Outside of North America - 1-303-562-9305 and entering your control number as indicated on your Voting Instruction Form.



 

Dual

 

 

Securityholder Meeting Notice

 

The resolutions to be voted on at the meeting are listed below along with the Sections within the Information Circular where disclosure regarding the matter can be found.

 

1.Number of Directors - Election of Directors

 

2.Election of Directors - Election of Directors

 

3.Appointment of Auditors - Appointment of the Auditor

 

4.Stock Option Plan - Approval of Stock Option Plan

 

5.Restricted Share Unit Plan Resolution - Restricted Unit Plan

 

6.Other Matters - Other Matters

 

  Fold

 

 

 

Voting

 

PLEASE NOTE - YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your securities you must vote using the methods reflected on your enclosed Voting Instruction Form or Proxy.

 

PLEASE VIEW THE INFORMATION CIRCULAR PRIOR TO VOTING 

 

 

 

Annual Financial statement delivery

 

No Annual Report (or Annual Financial Statements) is (are) included in this mailing

 

 

 

Exhibit 99.44

 

F3 Welcomes Rebecca Greco to the Board of Directors

 

Kelowna, British Columbia--(Newsfile Corp. - December 18, 2024) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7), (“F3” or the “Company”) is pleased to announce the appointment of Rebecca Greco to the Board of Directors.

 

Rebecca is an accomplished corporate communications professional with over 15 years experience working with both private and public companies in the resource, technology (including biotech) and aerospace sectors. She has worked in Canada and in the UK and managed rebranding campaigns, provided strategic and project leadership to management, published subscription-based research and spearheaded multiple investor relations programs on a global scale.

 

Dev Randhawa, CEO of F3, commented, “We are excited to have Rebecca join the F3 Board of Directors. Her extensive knowledge and experience in the communications and resource sectors will be a significant benefit to our board and management team.”

 

About F3 Uranium Corp.

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties.

 

F3 Uranium Corp. Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”

Dev Randhawa, CEO

 

The TSX Venture Exchange have not reviewed, approved, or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/234235

 

 

 

Exhibit 99.45

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUFF

 

F3 ISSUES SHARES FOR INTEREST DEBT SETTLEMENT

 

Kelowna, British Columbia— (Newsfile Corp. – January 6, 2025) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) announces that pursuant to its previously announced financing with Denison Mines Corp. from October 2023, (“Denison”) (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the interest owed to date in common shares (the “Debt Settlement”).

 

The payment to Denison will consist of $225,000 in cash and a total of 450,000 common shares of the corporation.

 

Terms of the Debenture

 

The Debenture carries a 9% coupon (the “Interest”), payable quarterly, has a maturity date of October 18, 2028, and is convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. Full details of the debenture are noted in the press releases of October 6 and October 18, 2023.

 

All securities issued pursuant to the Debt Settlement are subject to the approval of the TSX-V and, when issued, a statutory hold period in Canada expiring four months and one day from the date of issuance.

 

The shares-for-debt transaction was approved by the Company’s Board of Directors pursuant to the terms of the debenture and did not require a formal valuation nor minority shareholder approval pursuant to Multilateral Instrument 61-101.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Property in the southwest Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: PLN, Minto and Broach. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of the Patterson Lake area, host to Paladin Energy’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits and poised to become the next major area of development for uranium operations in northern Saskatchewan. Fission Uranium, which discovered the Triple R deposit, was acquired by Paladin Energy in a merger inked in June 2024 for an implied total equity value of C$1.14 billion.

1 of 2

 

 

The Company’s management, headed up by Dev Randhawa as CEO & Chairman, Raymond Ashley as President, and Sam Hartmann as VP Exploration, is the serially successful team that founded Fission Uranium in 2012 and made the Triple R discovery at Patterson Lake South. Previous to that, the same team founded Fission Energy, making the J-Zone discovery at Waterbury Lake in the eastern Athabasca Basin, and built Fission Energy into a TSX Venture 50 Company.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release contains “forward-looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements with respect to the use of proceeds, and the potential for development of new uranium operations in northern Saskatchewan. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

2 of 2

 

 

Exhibit 99.46

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUFF

 

F3 Announces Results from AGM

 

Kelowna, British Columbia— (Newsfile Corp. – January 16, 2025) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) today announced the results of its January 15, 2025 annual general meeting of shareholders. A total of 181,376,951 common shares, representing approximately 35.28% of the Company’s outstanding common shares, were voted in person and by proxy at the Meeting. 

 

The Company announces the following directors are confirmed as the Company’s Board of Directors:

 

Devinder Randhawa

Raymond Ashley P. Geo

John DeJoia P. Geo

Terrence Osier P. Geo

Rebecca Greco 

 

The shareholders approved of all other matters as proposed, including the appointment of Davidson & Company LLP, Chartered Professional Accountants as auditors of the Company and approval of the Company’s stock option plan and the Company’s restricted share unit, performance share unit and deferred share unit compensation plan.

 

The Company also announces that pursuant to it Press release of January 6, 2025, the TSXV has approved of the issuance of 450,000 Common shares as payment to Denison mines for interested accrued on their Convertible debenture for the period from October 1, 2024, to December 31, 2024. The shares are being issued at a deemed price of $0.25 per share for a total of $112,500 in interest.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Property in the southwest Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: PLN, Minto and Broach. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of the Patterson Lake area, host to Paladin Energy’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits and poised to become the next major area of development for uranium operations in northern Saskatchewan. Fission Uranium, which discovered the Triple R deposit, was acquired by Paladin Energy in a merger inked in June 2024 for an implied total equity value of C$1.14 billion.

1 of 2

 

 

The Company’s management, headed up by Dev Randhawa as CEO & Chairman, Raymond Ashley as President, and Sam Hartmann as VP Exploration, is the serially successful team that founded Fission Uranium in 2012 and made the Triple R discovery at Patterson Lake South. Previous to that, the same team founded Fission Energy, making the J-Zone discovery at Waterbury Lake in the eastern Athabasca Basin, and built Fission Energy into a TSX Venture 50 Company.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release contains “forward-looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements with respect to the use of proceeds, and the potential for development of new uranium operations in northern Saskatchewan. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

2 of 2

 

 

Exhibit 99.47

 

F3 Commences 2025 Drill Program at PLN

 

Kelowna, British Columbia--(Newsfile Corp. - February 3, 2025) - F3 Uranium Corp (TSV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce that it has started drilling as part of the $6 million 2025 winter exploration program on the PLN Project, with the initial focus of JR Zone expansion drilling on the PLN Property on an area where drillhole PLN24-176 returned 7.5m of 30.9% U3O8 including 4.5m of 50.1%U3O8 (see NR December 3, 2024). Initially, exploration drilling for a new zone of mineralization will begin on the continuation of the A1 structure around PLN24-152 - an exploration hole with the best geochemistry to date - where a 7m mineralized interval assayed up to 0.051% U3O8 (see NR July 30, 2024), approximately 2,800m south of the JR Zone.

 

Sam Hartmann, Vice President Exploration, commented:

 

“We are excited to get back to work and continue drill exploration at the PLN property; this will consist of JR Zone drilling in high reward areas where we stand to add value, starting with the exceptional high grade cored in PLN24-176. Exploration drilling will start by following up on high priority areas defined during the 2024 program based on radioactivity and geochemistry results. Due to our unique methodology of drilling by pre-casing drill holes with a sonic rig and the diamond drill following, the drilling sequence will be variable and go back-and forth between zone drilling and exploration. Meanwhile we are still waiting for assay results from 25 drill holes from the 2024 season including both JR Zone and exploration holes and will release those as they come available. These results will also be used for the planning of further exploration drilling.”

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Property:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property. All three properties comprising the PLN Project are accessed by Provincial Highway 955; the new JR Zone uranium discovery on the PLN property is located 23km northwest of Paladin’s Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Triple R and Arrow and poised to become the next major area of high grade uranium operations in the world.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/239290

 

 

 

Exhibit 99.48

 

F3 Announces Exploration Programs at Broach and Minto Properties

 

Kelowna, British Columbia--(Newsfile Corp. - February 11, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce that ground geophysical exploration programs have commenced on the Broach and Minto Properties. A total of 55 line km of Moving Loop TDEM ground EM will be undertaken on two grids of interest testing suspected conductive corridors previously identified by airborne surveys, and both parallel to the A1 conductor system which hosts the high grade JR Zone on the PLN property.

 

Minto Property: A4 Grid

 

14 line-km of MLTDEM ground geophysics testing an approximately 7,200m long conductive corridor identified by airborne MobileMT which was flown by F3 in 2023. F3 has one hole drilled on this grid in 2014; PLN14-021 intersected up to 44ppm uranium in basement, and 698ppm boron directly above the Athabasca Unconformity at 413m. Anomalous geochemistry and proximity to the Harrison fault in a corridor parallel to the A1 conductor make this grid a strong exploration target area.

 

Broach Property: PW Grid

 

41 line-km of MLTDEM ground geophysics covering a suspected conductive trend, approximately 12km south of, and parallel to the JR Zone. This particular area of the Broach property hosts thick discontinuous layers of conductive mudstones and these flat lying conductive units hampered the effectiveness of a previously flown airborne EM (VTEMmax) survey flown in 2014. Ground based geophysics is anticipated to effectively penetrate the conductive cover allowing for drill target generation. Due to its location near the interpreted Athabasca Basin boundary and the historic difficulty of exploring under conductive cover, this large area remains underexplored.

 

Sam Hartmann, Vice President Exploration, commented:

 

“We are excited with the prospect of upgrading the Broach and Minto properties to the drilling stage with this round of ground EM, which we anticipate assisting in reducing broader airborne conductivity responses to more precise conductor models for drill testing. At the A4 grid, where some historic ground EM coverage prompted us to drill a single hole in 2014, this new ground EM will give us an improved conductor model, in a strategic location near the projected confluence of the Harrison Fault with the A4 conductive corridor. At the PW grid, we are aiming to generate a conductivity model in an area where no previous airborne EM conductors have been clearly identified, near the margins of the Athabasca Basin in an area of very limited historical drilling. Identifying ground conductors near the present day margins of the basin is something that we are specifically interested in. Additionally, recent re-modelling of historic ground EM surveys south of Broach Lake has resulted in an additional target; the northeast trending BRS conductor. This suspected structure sits along favorable MT conductivity, and we look forward to upgrading the BRS conductor to the drilling stage as well with ground EM surveying.”

 

 

 

(MAP)

 

Map 1. Broach and Minto Properties, 2025 Exploration

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/240183_e1a7c21b142cbb01_002full.jpg

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade world class uranium deposits which is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property, the 19,864-hectare Minto Property, and the 19,022- hectare Broach Property. All three properties comprising the PLN Project are accessed by Provincial Highway 955; the new JR Zone uranium discovery on the PLN property is located 23km northwest of Fission Uranium’s Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Triple R and Arrow and poised to become the next major area of high grade uranium operations in the world.

 

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”
Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/240183

 

 

 

Exhibit 99.49

 

F3 Encounters Encouraging Geology in Final Drillholes of 2024 Program

 

Kelowna, British Columbia--(Newsfile Corp. - February 12, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) ("F3" or "the Company") is pleased to announce that persistent prospective geological characteristics were intersected in the last eight drill holes of the 2024 program focused on continued exploration and expansion of the B1 conductor and A1 extension, as well as further testing of the Harrison Fault area. Geochemistry and assay results from 25 drill holes from 2024 JR Zone and exploration drilling are still outstanding and will be incorporated into the 2025 drill planning and released as they come available.

 

B1 Conductor:

 

PLN24-188 tested the B1 conductor 120m north of PLN24-168 (currently the southernmost hole to intersect B1); the drillhole was lost in unconsolidated sand. Retested with hole PLN24-195 which intersected strong bleaching, clay and hematite alteration. PLN24-190 on line 3360S targeted between strong boron anomalies intersected in both PLN24-122 and PLN24-135. The hole intersected strong sandstone dissolution, graphitic faulting in basement and up to 420cps at 568.5m within a hematite altered fault zone. PLN24-193 attempted to test the Athabasca Sandstone above the B1 conductor in an area devoid of previous drilling. The hole intersected strong sandstone alteration and sulfides in the sandstone.

 

A1 Extension south of Harrison Fault:

 

PLN24-189 tested the A1 extension on line 3450S approximately 200m along strike south of radioactivity intersected in PLN24-187. The hole intersected 360cps at a depth of 419m and a strongly hematite, clay and sericite rich fault zone from 503.4-537.1m, interpreted to be the continuation of the A1 structure, extending the fault zone to nearly 620m south of Harrison Fault. PLN24-191 was abandoned prior to target depth due to excessive drillhole deviation.

 

Harrison Fault Area:

 

PLN24-192 tested the basement wedge along the Harrison Fault between holes PLN24-146 and PLN24-162. The hole successfully intersected the wedge and strong associated alteration, with the lower Athabasca Sandstone displaying strong alteration and dravite breccias (See Image 1). PLN24- 194 was planned 100m northeast of hole PLN24-142, testing the Harrison Fault further to the northwest. The hole successfully intersected the fault zone from 266-335.5m containing strong graphite and sulphide alteration. The intersection of the Harrison Fault and the A1 and B1 conductors continues to display very encouraging alteration and large-scale complex structures supported by strong geochemistry, such as in drillhole PLN24-152. The area remains a high priority exploration target.

 

 

(MAP)

 

Map 1. Patterson Lake North, 2024 Scintillometer Results

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/240184_d88abf7e443e3af9_002full.jpg

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m
minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max CPS
PLN24-188 4140S 590100.4 6407368.9 543.8 53.6 -69.5 B1 MSZ Exploration; no radioactivity >300 cps n.a. 269
PLN24-189 3450S 589589.2 6407853.2 539.8 53.9 -70.2 419.00 419.50 0.50 360 367.8 626
PLN24-190 3360S 589751.8 6408087.4 530.7 54.3 -65.9 568.50 569.00 0.50 420 335.0 602
PLN24-191 2955S 589548.1 6408433.4 530.9 231.7 -67.6 B1 MSZ Exploration; no radioactivity >300 cps 224.0 479
PLN24-192 2895S 589363.6 6408431.6 537.2 93.8 -66.4 A1 MSZ Exploration; no radioactivity >300 cps 197.3 608
PLN24-193 3015S 589469.2 6408464.2 529.6 109.5 -67.0 B1 MSZ Exploration; no radioactivity >300 cps 336.5 413
PLN24-194 2865S 589593.4 6408577.6 533.0 65.4 -65.9 B1 MSZ Exploration; no radioactivity >300 cps 197.5 535
PLN24-195 4140S 590029.3 6407317.6 543.4 56.8 -60.7 B1 MSZ Exploration; no radioactivity >300 cps 403.2 581

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/240184_d88abf7e443e3af9_003full.jpg

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

 

(MAP)

 

Image 1: Brecciated Athabasca Sandstone in PLN24-192

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/240184_d88abf7e443e3af9_004full.jpg

 

Natural gamma radiation in the drill core that is reported in this news release was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 scintillometer. The Company considers greater than 300 cps on the handheld spectrometer as anomalous, >10,000 cps as high grade and greater than 65,535 cps as off-scale. The reader is cautioned that scintillometer readings are not directly or uniformly related to uranium grades of the rock sample measured and should be used only as a preliminary indication of the presence of radioactive materials.

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as "high grade" and results greater than 20.0 weight % U3O8 as "ultra-high grade".

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Property:

 

The Company's 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin's Triple R and NexGen Energy's Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property. All three properties comprising the PLN Project are accessed by Provincial Highway 955; the new JR Zone uranium discovery on the PLN property is located 23km northwest of Paladin's Triple R deposit.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world's largest high grade uranium deposits including Triple R and Arrow and poised to become the next major area of high grade uranium operations in the world.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are "forward-looking statements." These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

"Dev Randhawa"

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/240184

 

 

 

Exhibit 99.50

 

(LOGO) 

 

 

Condensed Interim Consolidated Financial Statements

 

F3 Uranium Corp.

 

For the Six Months Ended

December 31, 2024

 

 

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed consolidated interim financial statements for the six month period ended December 31, 2024.

 

Table of contents

 

Condensed interim consolidated statements of financial position 1
Condensed interim consolidated statements of loss and comprehensive loss 2
Condensed interim consolidated statements of changes in shareholders’ equity 3
Condensed interim consolidated statements of cash flows 4
Notes to the condensed interim consolidated financial statements 5-37

 

 

F3 Uranium Corp.
Condensed interim consolidated statements of financial position
(Expressed in Canadian dollars)

 

    December 31, June 30,
  Notes 2024
(unaudited)
2024
(audited)
ASSETS   $ $
Current assets      
Cash and cash equivalents 15 23,721,838 33,616,475
Amounts receivable 7 333,167 962,926
Marketable securities 10 1,090,713 350,979
Deposits   - 736,720
Prepaid expenses   208,631 292,420
Assets held for distribution 8 - 7,948,249
    25,354,349 43,907,769
Non-current assets      
Investment 10 295,476 433,225
Right-of-use asset 9 49,632 63,167
Exploration advances   - -
Exploration and evaluation assets 11 64,127,231 53,474,145
TOTAL ASSETS   89,826,688 97,878,306
       

LIABILITIES

     
Current liabilities      
Accounts payable and accrued liabilities 16 1,022,922 3,248,073
Shares to be issued   - -
Mineral exploration commitment 11 - 339,026
Lease liability – short term 9 15,997 29,899
Flow-through share premium 13 1,098,519 736,981
    2,137,438 4,353,979
Non-current liabilities      
Lease liability – long term 9 49,733 49,733
Convertible debt 12 11,248,203 10,910,275
Deferred income tax liability 12 8,362,000 8,362,000
TOTAL LIABILITIES   21,797,374 23,675,987
       
SHAREHOLDERS’ EQUITY      
Share capital 14 106,558,207 101,518,149
Subscription receivable 14 - -
Reserves 14 37,626,591 30,801,355
Equity portion of convertible debt 12 2,741,192 2,741,192
Accumulated deficit   (78,896,676) (60,858,377)
TOTAL SHAREHOLDERS EQUITY   68,029,314 74,202,319
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   89,826,688 97,878,306

 

Nature of operations (Note 1)

Commitments (Note 19)

Subsequent events (Note 21)

 

Approved by the Board of Directors and authorized for issuance on February 28, 2025: 

 

“Devinder Randhawa” “Terrence Osier”
Director Director

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 1

 

F3 Uranium Corp.
Consolidated statements of loss and comprehensive loss
(Expressed in Canadian dollars - Unaudited)

 

  Notes For the three
months ended
December 31,
2024

For the three
months ended
December 31,

2023

For the six
months ended
December 31,

2024

For the six
months ended
December 31,

2023

EXPENSES   $ $ $ $
Accretion expense 12 510,164 50,766 1,013,551 50,766
Business development   343,647 131,250 400,217 213,442
Consulting and director fees 16 520,498 764,659 1,585,060 1,636,789
Depreciation 9 6,768 10,079 13,536 20,160
Exploration costs   1,260 - 6,195 -
Office and administration (recovery)   698,475 1,182,725 1,140,043 1,490,831
Professional fees   442,367 265,813 594,759 453,270
Public relations and communications   126,338 473,100 585,743 1,118,791
Research and development 16 - - - -
Lease interest 9 3,991 5,024 6,173 10,466
Share-based compensation 14,16 3,922,219 1,526,404 6,411,231 1,526,404
Wages and benefits 16 168,923 124,669 328,487 229,755
Net loss before other items   (6,744,650) (4,534,489) (12,084,995) (6,750,674)
           
Other items:          
Deferred income tax expense     1,472,909 - 1,472,909
Flow-through share recovery tax 13 1,368,496 2,999,794 1,368,496 4,811,547
Interest income   250,763 782,793 607,632 1,039,535
Realized gain on marketable securities 10 - 268,024 - 2,687
Reorganization 6 736,715 - 25,058 -
Change in fair value of marketable securities 10 (41,463) (622,450) (197,766) (622,450)
    2,314,511 4,901,070 1,803,420 6,704,228
           
Profit (loss) and Comprehensive profit (loss) for the period   (4,430,131) 366,581 (10,281,574) (46,446)
Basic and Diluted Loss Per Share   (0.01) (0.00) (0.02) (0.00)
Weighted Average Number of Shares

Outstanding – Basic and Diluted 

  495,929,902 459,988,458 504,969,568 430,246,984

 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 2

 

F3 Uranium Corp.
Condensed interim consolidated statements of shareholders’ equity
(Expressed in Canadian dollars - Unaudited)

 

Share capital

 

  Number of
shares
Amount Reserves Subscription
Receivable
Equity
portion of
convertible
debt
Accumulated
deficit

 

 

Total

    $ $ $ $ $ $
Balance, June 30, 2023 381,284,073 65,157,500 19,257,597 (26,000) - (40,143,969) 44,245,128
Private placements 41,237,113 15,441,000 4,559,000 26,000 - - 20,026,000
Finders’ fees and share issuance costs - (1,190,830) - - - - (1,190,830)
Brokers’ warrants - (495,000) 495,000 - - - -
Warrants and options exercised 47,362,366 13,081,362 (2,798,462) - - - 10,282,900
Conversion of RSUs 82,500 - - - - - -
Equity portion of convertible debt - - - - 3,982,310 - 3,982,310
Finder fee shares 380,158 155,865 - - - - 155,865
Flow-through share premium - (2,886,598) - - -   (2,886,598)
Share-based compensation - - 1,526,404 - - - 1,526,404
Net loss for the period - - - - - (46,446) (46,446)
Balance, December 31, 2023 470,346,210 89,263,299 23,039,539 - 3,982,310 (40,190,415) 76,094,733
               
Balance, June 30, 2024 493,352,709 101,518,149 30,801,355 - 2,741,192 (60,858,377) 74,202,319
Private placement 20,000,000 7,167,092 832,908 - - - 8,000,000
Share issuance costs - (532,707) (108,196) - - - (640,903)
Brokers’ warrants - (105,543) 105,543       -
Conversion of RSUs 50,000 16,250 (16,250) - - - -
Reorganization - - - - - (7,756,725) (7,756,725)
Flow-through share premium - (1,730,034) - - - - (1,730,034)
Shares for convertible debt interest 756,354 225,000 - - - - 225,000
Share-based compensation - - 6,411,231 - - - 6,411,231
Gain on sale of mineral property - - (400,000) - - - (400,000)
Net loss for the period - - - - - (10,281,574) (10,281,574)
Balance, December 31, 2024 514,159,063 106,558,207 37,626,591 - 2,741,192 (78,896,676) 68,029,314

  

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 3

 

F3 Uranium Corp.
Condensed interim consolidated statements of cash flows
(Expressed in Canadian dollars - Unaudited)

 

  For the six
months ended
December 31,
2024
  For the six
months ended
December 31,
2023
  $   $
OPERATING ACTIVITIES      
Net loss (10,281,574)   (46,446)
Non-cash items:      
Accretion expense 1,012,928   50,766
Deferred income tax expense -   (1,472,909)
Depreciation and amortization 13,536   20,160
Impairment of exploration and evaluation assets -   -
Interest on lease 6,173   10,466
Realized gain on marketable securities -   622,416
Share based compensation 6,411,231   1,682,269
Flow-through share recovery (1,368,496)   (4,811,547)
Reorganization 711,660   -
Unrealized loss on marketable securities 197,766   -
       
Changes in non-cash working capital items:      
Amounts receivable 629,759   154,772
Prepaid expenses and deposits 16,114   (230,157)
ROU lease     (19,649)
Accounts payable and accrued liabilities (2,675,156)   (1,138,462)
Cash flows used in operating activities (5,326,059)

(5,178,321)

       
INVESTING ACTIVITIES    
Exploration and evaluation assets additions, net of recoveries (11,175,530)   (12,945,503)
Purchase of investments (937,500)   (215,554)
Proceeds from sale of plane investment 205,425    
Proceed from sale of marketable securities -   341,486
Cash flows used in investing activities (11,907,605)   (12,819,571)
       
FINANCING ACTIVITIES    
Private placement proceeds 8,000,000   20,026,000
Convertible debt proceeds     15,000,000
Finders’ fees and share issuance costs (640,899)   (1,228,486)
Warrants exercised -   4,414,272
Options exercised -   5,868,632
Lease payments (20,075)   -
Cash flows provided by financing activities 7,339,026   44,080,418
       
Net change in cash and cash equivalents in the period (9,894,638)  

26,082,526

Cash and cash equivalents, beginning of the period 33,616,476   17,723,499
Cash and cash equivalents, end of the period 23,721,838   43,806,025

 

Supplemental disclosure with respect to cash flows (Note 14)

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 4

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

1.Nature of operations

 

F3 Uranium Corp. (the “Company”) was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”). The Company’s principal business activity is the acquisition and exploration of mineral properties. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 750 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and is listed on the TSX Venture Exchange under the symbol FUU, and on the Frankfurt Stock Exchange under the symbol 2F3.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (also referred to as “F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), will remain with F3. On August 15, 2024 the Company completed a Plan of Arrangement (“Arrangement”) under the provision of the Canada Business Corporations pursuant to which the Properties of F3 were spun-out to F4 (Note 6).

 

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

 

These condensed interim consolidated financial statements (herein “consolidated financial statements”) have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at December 31, 2024 the Company had cash and cash equivalents of $23,216,911 (June 30, 2024 - $33,616,475) and a working capital balance of $23,721,838 (June 30, 2024 - $39,553,790). The Company believes it has sufficient resources to continue operations for the next twelve months.

 

2.Basis of presentation

 

(a)Statement of compliance

 

These consolidated financial statements are unaudited and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting (“IAS 34”) and do not contain all the information required for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2024 prepared in accordance with IFRS. These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on February 28, 2025.

 

(b)Basis of preparation

 

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Page 5

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

  

2.Basis of presentation (continued)

 

(c)Basis of consolidation

 

The consolidated financial statements of the Company include Fission Energy Peru S.A.C., which is 100% owned, has been inactive since 2020 and has no assets or liabilities. The Company consolidates the subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All intercompany balances and transactions are eliminated on consolidation.

 

3.Material accounting policy information

 

(a)Financial instruments

Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

  

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Page 6

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company’s cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments.

 

(c)Foreign currency translation

 

These consolidated financial statements are presented in Canadian dollars. The financial statements for the Company’s subsidiary are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

 

The functional currency of the Company, and the Company’s subsidiary is the Canadian dollar.

 

Transactions and balances

 

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss. Non-monetary assets and liabilities are translated at their historical costs.

 

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

Page 7

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(c)Foreign currency translation (continued)

 

Foreign operations

 

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized in other comprehensive income/(loss). On disposal of a foreign operation, the component of other comprehensive income/(loss) relating to that particular foreign operation is recognized in profit or loss.

 

(d)Convertible debt

 

Under the Company’s convertible debentures policy, the host debt liability, equity conversion feature and other (when applicable) components of convertible debentures are presented separately on the statement of financial position, at initial recognition. The Company determines the carrying amount of the financial liability by discounting the stream of future payments at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows.

 

The liability component is then increased by accretion of the discounted amounts to reach the face value of the convertible debentures at maturity which is recorded in the statement of loss and comprehensive loss as accretion expense.

 

The carrying amount of other components (when applicable), such as warrants, is determined using the Black-Scholes Model. The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability and the carrying amounts of any other components (when applicable) from the amount of the convertible debentures, and is presented in equity as an equity component of convertible debentures.

 

The transaction costs are allocated between the liability and equity components, on a pro-rata basis according to their carrying amounts.

 

(e)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

Page 8

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(e)Exploration and evaluation assets (continued)

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

  

(f)Agents warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholders’ equity.

 

(g)Flow-through shares

 

The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow through share into i) a flow through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon qualifying expenditures being incurred, the Company derecognizes the liability and recognizes the premium as other income. Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be· subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-Back Rule, in accordance with the Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

Page 9

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(h)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis, based on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(i)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants consist of stock options and restricted share units (“RSUs”).

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

 

(i)Share-based payments (continued)

  

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

Page 10

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(j)Research and development costs

 

Research Costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate all the following (i) The technical feasibility of completing the intangible asset so that the asset will be available for use or sale (ii) Its intention to complete and its ability and intention to use or sell the asset (iii) How the asset will generate future economic benefits (iv) The availability of resources to complete the asset (v) The ability to measure reliably the expenditure during development. During the period ended December 31, 2024, the Company did not meet these criteria, therefore all research and development expenditures were expensed as incurred in the following criteria therefore all research and development recognized as expenses.

 

(k)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

(l)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is similarly calculated except it is assumed that outstanding stock options and warrants, with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. Diluted loss per share does not adjust the loss attributable to common shareholders when the effect is anti-dilutive.

 

(l)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

Page 11

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(m)Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

 

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. Refer to Note 8.

 

(m)Asset Retirement Obligations

 

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its in situ recovery (ISR) projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability based on completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to the consolidated statement of loss and comprehensive loss in the period. The Company reviews and evaluates to asset retirement obligations annually or more frequently if deemed necessary.

 

4.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Page 12

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

4.Key estimates and judgements (continued)

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp., along with its subsidiaries, F4 Uranium Corp., and Fission Energy Peru S.A.C., is the Canadian Dollar. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes Option Pricing Model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

  

5.New accounting pronouncements

 

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

 

These amendments:

 

specify the rights and condition existing at the end of the reporting period are relevant in terming whether the Company has a right to defer settlement of a liability by at least twelve months;

 

provide that management’s expectations are not a relevant consideration as to whether the Company exercise its right to defer settlement of a liability; and

 

clarify when a liability is considered settled.

Page 13

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

5.New accounting pronouncements (continued)

 

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one year to annual reporting periods beginning on or after January 1, 2024, and is to be applied retrospectively.

 

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS18 before that date.

 

The Company has not yet determined the impact of these amendments on its consolidated financial statements.

 

6.Reorganization

  

The Company obtained a final order from the Supreme Court of British Columbia dated August 13, 2024, approving the Arrangement. The Arrangement was previously approved by shareholders of the Company at a special meeting on August 8, 2024. Under the terms of the Arrangement, holders of the Company’s common shares as of the close of business on August 14, 2024 (the day prior to the effective date of August 15, 2024), were entitled to receive: (i) one new common share of the Company and (ii) one-tenth of an F4 share for each common share held. All outstanding options, warrants, and restricted share units of the Company were adjusted according to the plan of arrangement, as detailed in F3’s management information circular dated June 28, 2024. Additionally, F4 is no longer a subsidiary of the Company.

 

The Company removed the carrying value of the assets transferred, and the recorded the difference between the fair value and the carrying value of the assets transferred as follows: 

 

  $

Exploration and evaluation assets inclusive of deficiency deposits

8,868,385

Reorganization loss (711,660)
Warrants (400,000)
Deficit (7,756,725)
  -

 

Holders of the Company’s stock options exchanged each previously held option for a new option to acquire a common share of the Company and a new option to acquire a common share of F4. The exercise price of the options in the Company were reduced by to reflect the comparative fair values of the Company and F4 on completion of the Arrangement.

 

Holders of the Company’s warrants, upon exercise of the warrants at the original exercise price, will receive one Company common share and 0.1 of a F4 common share. The Company, acting as agent for F4, shall collect and pay to F4 Uranium Corp an amount equal to 10% of the gross proceeds to reflect the comparative fair values of F3 and F4 on completion of the Arrangement.

Page 14

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

6.Reorganization (continued)

 

As a result, the Company’s warrant value was reduced by $400,000 based on relative proportion of the comparative fair values of the Company and F4 on completion of the Arrangement.

 

7.Amounts receivable

 

 

As at December 31,

2024

As at June 30,

2024

  $ $
Sales tax receivable 329,139 921,695
Other receivables 4,028 41,231
  333,167 962,926

 

8.Assets held for distribution

 

Pursuant to the planned Spin-Out, the Company transferred the Properties to F4 in exchange for 49,366,951 shares of F4 being distributed to F3 shareholders. The distribution was approved by the Company shareholders at a special meeting of the Company shareholders held on August 8, 2024. The Properties were reclassified to assets held for distribution at June 30, 2024 at a value of $7,948,249. 

 

9.Right-of-use asset and lease liability

 

On September 17, 2021, the Company entered a five-year office lease with an arm’s length landlord commencing November 1, 2021. For the first 36 months, the Company will pay $3,275 per month and for the remainder of the term the monthly payments will be $3,488. The Company has recognized a right-of-use (“ROU”) asset in respect to this lease, which is included in right-of-use asset on the statement of financial position.

 

Below is a summary of the activities related to right-of-use office lease asset for the indicated periods: 

 

Cost Right-of-use asset
  $
As at June 30, 2023 and June 30, 2024 133,434
Additions -
As at December 31, 2024 133,434
   

Accumulated depreciation

 
Balance at June 30, 2023 44,478
Depreciation 25,789
As at June 30, 2024 70,267
Depreciation 13,535
As at December 31, 2024 83,802

Net Book Value

 
   
As at June 30, 2024 63,167
As at December 31, 2024 49,632

Page 15

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

9.Right-of-use asset and lease liability (continued)

 

The Company has also recognized a lease liability for this lease, which was initially measured at the present value of the future lease payments, discounted using the Company’s incremental borrowing rate of 18%. 

 

Below is a summary of the activities related to lease liabilities for the following periods:

 

 

Lease liability

  $
Balance, June 30, 2023 102,852
Interest 15,476
Lease payments (38,696)
Balance, June 30, 2024 79,632
Interest 6,173
Lease payments (20,075)
Balance, December 31, 2024 65,730
   
Current portion of lease liability 15,997
Non-current lease liability 49,733
Balance, December 31, 2024 65,730

  

From July 1, 2024 to June 30, 2025, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes. From July 1, 2025 to the October 31, 2026 end of the lease, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes. 

 

10.Marketable securities and investments

 

The Company’s marketable securities consist of investments in public company shares. A breakdown of the shares held was as follows:

 

Traction Uranium Corp.

 

  Number of Shares Fair Value
    $
Balance, June 30, 2023 3,628,171 1,269,860
Sale of shares (907,043) (317,465)
Loss on change in fair value - (761,916)
Balance, June 30, 2024 2,721,128 190,479
Loss on change in fair value - (107,485)
Balance, December 31, 2024 272,113* 82,994

 

*Traction Uranium Corp. consolidated its outstanding shares on a ten-to-one basis as of September 26, 2024 record date.

Page 16

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

10.Marketable securities and investments (continued)

 

SKRR Exploration Inc.

 

  Number of Shares Fair Value
    $
As at June 30, 2023 1,000,000 175,000
Acquisition (Note 10) 605,000 78,650
Loss on change in fair value - (93,150)
Balance, June 30, 2024 1,605,000 160,500
Loss on change in fair value - (90,281)
Balance, December 31, 2024 401,250* 70,219

 

*SKRR Exploration Inc. consolidated its outstanding shares on a four-to-one basis as of November 25, 2024 record date.

  

During the year ended June 30, 2024, the Company received 605,000 shares of SKRR Exploration Inc. with a fair value of $78,650 as consideration for the sale of Clearwater West mineral property rights (Note 10).

 

During the year ended June 30, 2024, the Company sold 907,043 shares for net proceeds of $341,452, resulting in realized gain on sale of $23,987.

 

During the period ended December 31, 2024, the Company purchased 6,250,000 shares of F4 Uranium Corp. at $0.15 per share for a total purchase price of $937,500.

 

Other investment

 

On May 29, 2023, the Company purchased a 3.125% undivided interest in a Cessna Citation CJ2+ from AirSprint Inc. for a total consideration of $217,672 ($160,000 USD); and a further $215,553 ($160,000 USD) was paid during the year ended June 30, 2024 for an additional 3.125% undivided interest. The undivided interest can be sold to a third party purchase at any time.

 

On August 19, 2024, the Company sold its 3.125% interest in the Cessna Citation CJ2+ for net proceeds of $196,678 CAD ($144,637 USD), plus $71,059 CAD in refunded overhead fees.

 

The consideration paid to purchase the interest was recorded as an investment.

 

11.Exploration and evaluation assets

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims.

 

The Company holds the Patterson Lake North Property, located in Saskatchewan, Canada. The Company holds a 100% interest in 51 claims (June 30, 2024 – 51 claims) at the Patterson Lake North Property.

Page 17

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

On August 15, 2024, the Company transferred the following agreements, claims, and concessions to F4 as part of the Arrangement:

 

(a)Clearwater West Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 3 claims at the Clearwater West property.

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below. 

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 ($50,000 received).

 

ii.The issuance of 1,000,000 common shares of SKRR (received with a fair value of $225,000) (Note 10).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (received with a fair value of $78,650) (Note 9). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024 (received cash June 4, 2024).

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

  

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

  

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

Page 18

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

12.Exploration and evaluation assets (continued)

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the year ended June 30, 2024, the total consideration received comprised $78,650 in SKRR shares, $39,500 in cash which were both offset against the capitalized exploration and evaluation expenditures, to reduce the $4,728 balance to $nil and the remainder of $113,422 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

(b)Wales Lake Property, Saskatchewan, Canada

 

The Company held a 100% interest in 31 claims at the Wales Lake Property.

 

(c)Key Lake Area, Saskatchewan, Canada

 

The Company held a 100% interest in 5 properties that comprise the Key Lake Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Bird Lake Property, 1 claim

 

(ii)Hobo Lake Property, nil claims

 

(iii)Lazy Edward Bay Property, 11 claims

 

(iv)Seahorse Lake Property, 3 claims

 

(v)Grey Island, 22 claims

 

(vi)Henderson Lake, 1 claim

 

(d)Hobo Lake

 

On January 16, 2024, F4 and CanAlaska Uranium Ltd. (“CanAlaska”) entered into a swap agreement, where the Company transferred all rights and interests in the Hobo Lake Property to CanAlaska, and CanAlaska transferred all rights and interests in the Patterson West Property to the Company (included in Patterson Lake North Property). The agreement was executed with no monetary consideration; instead, the exchange was based on equivalent values of the properties involved.

 

In exchange for the Hobo Lake Property, the Company received CanAlaska’s rights and title to their Patterson West claims, as well as a 2.5% net smelter royalty on the Hobo Lake Property of which 1% may be repurchased for $3,000,000. In exchange for the Patterson West Property, CanAlaska received the Company’s rights and title to their Hobo Lake Property claims, as well as a 2.5% net smelter royalty on the Patterson West property of which 1% may be repurchased for $3,000,000.

 

(e)Beaver River Property, Hearty Bay Property and Midas

 

The Company held a 100% interest in 2 properties that comprise the Beaverlodge/ Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Beaver River Property, 9 claims

 

(ii)Hearty Bay Property, 7 claims

 

(iii)Midas, nil claim

  

Based on the lack of planned expenditures on a certain claims, an impairment indicator was identified for the Midas property which includes its Thomson Lake and remaining North Shore claims.. During the year ended June 30, 2024, additional capitalized costs of $110,190 representing the carrying value of Hobo Lake was transferred to Patterson West as an acquisition cost.

Page 19

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada

 

The Company held a 100% interest in 29 claims in other uranium properties in and around the Northeast Athabasca Basin area.

 

Murphy Lake Option Agreement

 

On May 29, 2024, the Company entered into a definitive agreement with Canadian GoldCamps Corp. (“GoldCamps”), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company’s Murphy Lake Property.

 

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended June 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company on July 26, 2024 (unpaid). In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:  

 

i.$150,000 on or before the date that is six (6) months after the July 26, 2024;

 

ii.$150,000 on or before the date that is twelve (12) months after the Initial July 26, 2024;

 

iii.$150,000 on or before the date that is eighteen (18) months after the July 26, 2024; and

 

iv.$150,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

 

i.total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the July 26, 2024; and

 

ii.additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

All expenditures required to be made by GoldCamps may either make the required expenditures or pay the Company in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to this option agreement. 

In order to maintain the option agreement in good standing, GoldCamps shall, on or before the date that is ten (10) business days after the date that Canadian GoldCamps has completed one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date. All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four-month resale restriction imposed by applicable securities legislation. Failure to issue the common shares to F4 in accordance with the schedule will result in the termination of the Initial Option.

Page 20

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

 

11.Exploration and evaluation assets (continued)

 

Murphy Lake Option Agreement (continued)

 

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

 

i.pay $250,000 on or before the date that is thirty (30) months after the July 26, 2024;

 

ii.pay $250,000 on or before the date that is thirty-six (36) months after July 26, 2024; and

 

iii.incur additional expenditures of $8,000,000 on or before the date that is thirty-six (36) months after the July 26, 2024.

 

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter royalty (“NSR Royalty”), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (“Traction”) whereby Traction has the opportunity to acquire up to a 70% interest in two properties controlled by the Company: the Hearty Bay Project and the Lazy Edward Bay Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Hearty Bay Option Agreement (the “Hearty Bay Agreement”), the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period ($150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

  

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. During the year ended June 30, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at June 30, 2024, the Company incurred $1,660,974 in eligible expenditures and has a commitment to spend the remaining $339,026. For the year ended June 30, 2024, the amount is included in accounts payable.

Page 21

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

On July 15, 2024, the Company returned the remaining $339,026 commitment to Traction due to unfavorable weather conditions that impeded the completion of exploration work.

 

During the year ended June 30, 2024, $479,881 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss relating to the Hearty Bay Property. 

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter return royalty (“NSR”) on the property.

 

During the year ended June 30, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $Nil.

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i)Pay cash payments to the Company of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

  

ii)Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

  

Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. The Company will retain a 2.0% NSR on the property.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

Page 22

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

  

11.Exploration and evaluation assets (continued)

 

As at December 31, 2024  
  Patterson
  Lake North
  Property
  $
Acquisition costs  
Balance, beginning of year 52,543
Additions -
Balance, end of year 52,543
Exploration costs  
Balance, beginning of year 53,421,602
   
Incurred during the year  
Drilling 9,842,034
Camp costs and exploration costs 726,704
Geological costs -
Geophysics costs 79,565
Land retention and permitting 2,073
General 340
Reporting and survey 2,371
Additions 10,653,087
   
Total 64,127,232

Page 23

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

As at June 30, 2024  
  Clearwater
West
Patterson
Lake North
Key Lake Beaverlodge /
Uranium City
North East
Athabasca
 
  Property Property Area Area Basin Area Total
  $ $ $ $ $ $
Acquisition costs            
Balance, beginning of year - 52,543 53,961 38,017 15,574 160,095
Additions - - - - - -
Balance, end of year - 52,543 53,961 38,017 15,574 160,095
Exploration costs
Balance, beginning of year - 22,636,476 1,387,203 594,111 4,984,220 29,602,010
Incurred during the year            
Drilling 3,528 26,919,870 4,912 604,537 6,054 27,538,901
Camp costs and exploration costs - 2,550,437 - 65,000 236 2,615,673
Geological costs - 4,728 - 126,759 163 131,650
Geophysics costs 510 2,416,904 1,105 179,155 18,703 2,616,377
Land retention and permitting 690 10,345 32,484 1,434 9,495 54,448
Reporting and survey - 64,858 31,206 10,667 32,330 139,061
Additions 4,728 31,967,142 69,707 987,552 66,981 33,096,110
Property swap - 110,190 (110,190) - - -
Recovery of costs (4,728) - - (1,331,093) (100,000) (1,435,821)
Balance, end of year - 54,713,808 1,346,720 250,570 4,951,201 61,262,299
Reclassified to assets held for distribution   (1,292,206) (1,400,681) (288,587) (4,966,775) (7,948,249)
Total - 53,474,145 - - - 53,474,145

Page 24

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

12.Convertible debt

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture financing (the “Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”). 

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. 

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865 (Note 11).

 

The following table summarizes the accounting for the convertible note during the period ended December 31, 2024: 

 

  Liability
Component
Equity
Component
  $ $
Balance – June 30, 2023 - -
Initial recognition 10,495,578 3,755,057
Deferred income tax effect - (1,013,865)
Accretion 1,361,197 -
Interest (946,500) -
Balance – June 30, 2024 10,910,275 2,741,192
Accretion 1,013,551 -
Interest (675,623) -
Balance – December 31, 2024 11,248,203 2,741,192

  

The Company settled $225,000 of Denison interest for the 6-month period ending December 31, 2024, through the issuance of 756,354 shares of the Company. 

 

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a 18% discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component , less deferred income tax adjustments.

Page 25

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

13.Flow-though share premium liability

 

A summary of the changes in the Company’s flow-though share premium liability is as follows:

 

Flow-Through Share Premium Liability June 30, 2024 June 30, 2024
  $ $
Opening balance 736,981 2,415,671
Flow-through share premium on issuance of flow-through common share units 1,730,034 1,474,214
Settlement of flow-through share premium liability on expenditures incurred

(1,368,496)

(3,152,904)

  1,098,519 736,981

 

14.Share Capital and other capital reserves

  

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

 

(a)Share issuances

 

For the period ended December 31, 2024

 

On October 31, 2024, the Company closed a private placement for gross proceeds of $8,000,000, comprising 7,500,000 flow-through Units of the Company at a price of $0.375 per unit, and 12,500,000 Saskatchewan flow-through units at a price $0.415 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 at any time on or before October 31, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $640,899 in connection with this private placement. In addition, the Company issued 1,079,650 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.32 per share at any time on or before October 31, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $7,167,092 was recorded in share capital in relation to the common shares and $832,908 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 85.585%; risk-free interest rate of 3.07%; expected life of 2 years; and a dividend rate of 0%. A total of $108,192 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,730,034 was attributed to the flow-through premium liability (Note 12).

Page 26

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share Capital and other capital reserves (continued)

 

(e)Share issuances (continued)

 

For the period ended December 31, 2024 (continued)

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $105,543 was recorded as share issuance costs using the following assumptions: a volatility of 85.585%; risk-free interest rate of 3.07%; expected life of 2 years; and a dividend rate of 0%.

 

For the year ended June 30, 2024

 

On May 30, 2024, the Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $733,415 in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $7,167,092was recorded in share capital in relation to the common shares and $1,725,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%. A total of $132,340 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,474,214 was attributed to the flow-through premium liability (Note 12).

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $152,000 was recorded as share issuance costs using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%.

 

November 27, 2023

 

On November 27, 2023, the Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement with Denison Mines Corp. (Note 11).

Page 27

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share Capital and other capital reserves (continued)

 

(e)Share issuances (continued)

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,164,830 in finders fees and share issuance costs in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025. The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.285%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. 

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $15,793,000 was recorded in share capital in relation to the common shares and $4,207,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. A total of $245,022 was reclassified from unit issuance costs to reserves for the proportionate share of warrants in the units issued.

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $Nil was attributed to the flow-through premium liability (Note 12).

Page 28

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

Exercise of warrants and options

 

During the six months ended December 31, 2024

 

There were no options or warrants exercised in this period.

 

During the year ended June 30, 2024

 

During the year ended June 30, 2024, the Company issued 41,493,674 common shares for the exercise of warrants at prices ranging from $0.13 to $0.26 per share for gross proceeds of $9,181,616. The $26,000 in subscriptions receivable at June 30, 2023 was received during the current year in connection to the exercised warrants. The fair value of warrants exercised, $3,329,459 was reclassified to share capital from reserves.

 

During the year ended June 30, 2024, the Company issued 8,849,496 common shares for the exercise of options at prices ranging from $0.12 to $0.33 per share for gross proceeds of $1,399,737. The fair value of options exercised, $1,211,818 was reclassified to share capital from reserves.

 

(b)Stock options and warrants

 

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company’s closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

 

Stock option and warrant transactions are summarized as follows:

 

  Stock options Warrants
  Number
outstanding
Weighted
average
exercise price
Number
outstanding

Weighted
average
exercise
price

    $   $
Balance, June 30, 2023 29,895,856 0.26(1) 58,182,085 0.36
Granted 22,765,000 0.43(1) 32,744,406(2) 0.51
Expired, cancelled or forfeited (1,038,067) 0.13(1) (1,380,078) 0.25
Exercised (8,849,496) 0.17(1) (41,493,674)(2) 0.22
Net settlement (324,652) 0.16(1) - -
Re-administered 405,900 0.12(1) 45,009(2) 0.21
Balance, June 30, 2024 42,854,541 0.33(1) 48,097,748(2) 0.49
Granted - - 11,079,650 0.39
Expired, cancelled or forfeited (600,000) 0.124 (1,071,427) 0.42
Balance, December 31, 2024 42,254,541 0.22 58,105,971(2) 0.49

 

(1)These prices reflect the exercise prices prior to the closing the Arrangement.

 

(2)Pursuant to the reorganization on August 15, 2024 (note 6), the terms of the warrants at that date were modified such that warrant holders will receive a common share of the Company and 0.1 of an F4 common share on exercise of the warrant. The Company, acting as agent for F4, shall collect and pay to F4 an amount equal to 10% of the gross proceeds to reflect the comparative fair values of the

Page 29

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

Company and F4 on completion of the Arrangement. It was determined that there were no material adjustments necessary on modification of the warrant terms.

 

As at December 31, 2024, stock options and warrants were outstanding as follows:

 

Stock Options      
Number
outstanding

Exercise

price

Number of
vested options

 Expiry date

  $    
3,833,333 0.078 3,833,333 September 2, 2026
3,816,667 0.104 3,816,667 October 12, 2026
600,000 0.124 600,000 October 18, 2026
3,473,333 0.130 3,473,333 March 8, 2027
7,766,208 0.215 6,432,875 April 6, 2028
12,765,000 0.268 8,510,000 December 15, 2028
10,000,000 0.294 5,000,000 January 12, 2029
42,254,541   31,666,208  

 

*Expired unexercised.

 

The weighted average remaining life of the stock options is 3.27 years. 

 

Warrants      
Number
outstanding

Exercise

price

Number of
vested warrants

Expiry date

  $    
1,515,957 0.35 1,515,957 May 26, 2025
20,618,556 0.485 20,618,556 September 12, 2025
2,239,690 0.485 2,239,690 September 12, 2025
12,765,958 0.47 12,765,958 May 26, 2026
8,928,571 0.56 8,928,571 May 30, 2026
957,589 0.56 957,589 May 30, 2026
10,000,000 0.40 10,000,000 October 31, 2026
1,079,650 0.32 1,079,650 October 31, 2026
58,105,971   58,105,971  

 

The weighted average remaining life of the warrants is 0.83 years.

Page 30

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(c)Share-based compensation

 

All options are recorded at fair value using the Black-Scholes option pricing model. During the year ended June 30, 2024, the Company granted 22,765,000 stock options. Pursuant to the vesting schedule of options granted, during the year ended June 30, 2024 share-based compensation of $6,293,275 was recognized in the consolidated statement of loss and comprehensive loss and a further $426,051 was recognized to August 15, 2024. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows: 

 

 

June 30,
2024

Risk-free rate 3.57%
Expected life 5
Expected volatility 102.10%
FV granted price $0.34

 

On August 15, 2024, pursuant to the Arrangement, all the Company’s options were replaced with options with a lower exercise price which was considered a new option grant. Pursuant to the vesting schedule of options granted that were previously fully vested, during the period ended December 31, 2024, share-based compensation of $716,099 was recognized in the consolidated statement of loss and comprehensive loss with a further $1,208,945 recognized for options subject to vesting provisions.

 

The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

 

December 31,
2024

Risk-free rate 2.78%
Expected life 1.04 years
Expected volatility 130.18%
FV granted price $0.25

  

(d)Restricted stock units

 

The Company has adopted a restricted share unit plan (the “RSU Plan”), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 41,103,400 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

Page 31

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

On December 12, 2022, the Company granted 30,127,618 RSUs to directors, officers, consultants and employees of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on January 1, 2023, January 1, 2024 and January 1, 2025. The fair value of these RSUs was determined to be $7,983,819 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 12, 2022, the Company granted 65,000 RSUs to a consultant of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in two one-half tranches on January 1, 2023 and May 1 2023. The fair value of these RSUs was determined to be $17,225 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On January 23, 2023, the Company granted 150,000 RSUs to an advisor of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 1, 2023, July 1, 2024 and July 1, 2025. The fair value of these RSUs was determined to be $48,750 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On July 24, 2023, the Company granted 1,000,000 RSUs to a key employee. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 27, 2024, January 27, 2025 and July 27, 2026. The fair value of these RSUs was determined to be $365,000 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 15, 2023, the Company granted 12,590,000 RSUs to officers, directors, employees and consultants. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on December 15, 2024, December 15, 2025 and December 15, 2026. The fair value of these RSUs was determined to be $5,665,500 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

Pursuant to the vesting schedule of RSUs granted during the period ended December 31, 2024 share-based compensation of $2,026,417 (December 31, 2023 - $Nil) was recognized in the consolidated statement of loss and comprehensive loss.

Page 32

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

The continuity of RSUs are summarized below:

 

  Number of RSUs
Balance as at June 30, 2023 24,243,451
RSUs granted 13,590,000
Converted to shares (2,250,692)
Cancelled (2,380,382)
Balance as at June 30, 2024 33,202,377
Exercised (50,000)
Balance as at December 31, 2024 33,152,377

 

As at December 31, 2024, there were 13,411,492 (June 30, 2024 – 9,448,171) RSUs vested and pending issuance. During the year ended June 30, 2024, 2,250,692 (June 30, 2023 – 4,465,833) common shares were issued for the conversion of RSUs and $599,477 (June 30, 2023 - $1,183,446) was transferred from reserves to share capital. 

 

15.Supplemental disclosure with respect to cash flows

  

 

December 31,

2024

June 30,

2024

  $ $
Cash 23,721,838 33,547,475
Cash equivalents 69,000 69,000
  23,790,838 23,790,838

Page 33

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

16.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel.

 

 
December 31,
2024
December 31,
2023
  $ $
     
Compensation costs    
     
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel 1,193,667 990,483
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel 1,358,824 804,469
  2,552,491 1,794,952
     
Exploration and evaluation expenditures

657,554

669,923

Total 3,210,045 2,464,875

  

Included in accounts payable at December 31, 2024 is $63,665 (June 30, 2024 - $85,398) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $104,762 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

These transactions were in the normal course of operations. 

 

17.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at December 31, 2024 and June 30, 2024, all of the Company’s assets were in Canada.

 

18.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares, stock options, RSUs and warrants.

Page 34

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

18.Capital management (continued)

 

Changes in the equity accounts of the Company are disclosed in the consolidated statements of shareholders equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or debt or dispose of assets. The issuance of common shares or issuance of debt requires approval of the Board of Directors. The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions. The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

19.Financial instruments and risk management

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, deposits, investments, accounts payable and accrued liabilities, and convertible debt. Cash and cash equivalents and deposits are measured at amortized cost, and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying value is considered to be a reasonable approximation of fair value due to the short-term nature. For the convertible debt, the fair value approximates the carrying value due to the market rate of interest used by the Company.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at December 31, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances. 

Page 35

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

19.Financial instruments and risk management (continued)

 

Risk management (continued)

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities, convertible debt and lease liability. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the

 

Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

 
Maturity
December 31, June 30
  Dates 2024 2024
  $ $
Accounts payable and accrued liabilities < 12 months 1,022,922 3,248,073
Convertibe debt > 12 months 11,248,203 10,910,275

  

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As of December 31, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(d)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(e)Commodity price risk

 

The Company is still in the exploration stage, and therefore commodity prices are not reflected in operating financial results. However, fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration activities.

Page 36

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the six months ended December 31, 2024 and 2023
(Expressed in Canadian dollars - Unaudited)

 

20.Commitments

 

During the period ended December 31, 2024, the Company entered into various consulting agreements with consultants and officers to provide various services. In the event of termination without cause or a change of control, the Company is committed to paying severance. This severance ranges from six months of consulting fees, with an additional one month of fees for each twelve months of service to three years of fees (the “Severance Period”). In the event there is a change in control and these individuals are terminated within the Severance Period, the Company will be liable to cover $4,137,000 in termination fees.

Page 37

 

 

Exhibit 99.51

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(F3 URANIUM CORP LOGO)
 
 
 
Management’s Discussion & Analysis
 
F3 Uranium Corp.
 
For the Second Quarter Ended
 
December 31, 2024
 
 
 
 
 
 
 
 

 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of December 31, 2024, should be read in conjunction with the condensed interim financial statements for the period ended December 31, 2024 and the audited consolidated financials for the year ended June 30, 2024 along with the accompanying notes of F3 Uranium Corp. (the “Company”).

 

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com. Further information including news releases and property maps are available on the Company’s website at www.fission3corp.com, or by requesting further information from the Company’s head office located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., President & COO of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host uranium deposits. The preference is to evaluate early-stage properties with the potential to host uranium deposits and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means.

 

The Company has approximately 42,961 ha of exploration properties with uranium potential in Saskatchewan in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FISOF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Corporate goals

 

Overall

 

The Company’s goals are to discover potentially economic uranium deposits through exploration and to develop them. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of some of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Paladin’s uranium deposit at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radiometric airborne surveys; the same technology used to identify the high-grade boulder field and subsequently the Triple R deposit at PLS.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Spin-out of F4 Uranium Corp.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 42,961 hectares, will remain with F3. It is expected that the Spin-Out will be affected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act.

 

Subsequently, On August 15, 2024, F3 completed the Spin-Out of F4 Uranium Corp.

 

Summary of significant accomplishments and corporate developments for the second quarter ended December 31, 2024

 

Resource/in-fill drilling at the A1 shear-hosted JR Uranium Zone and exploration drilling along the A1 and B1 shear/conductor trends continued with the 2024 diamond drilling program at the PLN Property. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-176 on line 035S which returned 7.5 m of 30.9% U3O8, including a high grade 5.5m interval averaging 42.2% U3O8, further including an ultra-high-grade core of 4.5 m of 50.1% U3O8. Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including cumulative 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m.

 

Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m. In addition, exploration drilling south of the Harrison Fault discovered the extension of the A1 shear 400 m beyond its previously interpreted southern extent, and 3.2 km south of the JR Zone.

 

Step-out drilling confirmed the extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. This discovery increased the highly prospective B1 conductive trend by 80% over the previous strike length.

Page | 2 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Exploration drilling southeast of Harrison fault along strike of the A1 shear zone has confirmed a structure running parallel to the B1 main shear zone. This structure is interpreted to represent a continuation of the A1 shear zone. PLN24-183 was the first hole to successfully intersect the shear zone with PLN24-187 and PLN24-189, confirming the structure downdip and along strike respectively. Weak radioactivity was intersected in both PLN24-187 and PLN24-189. The new “A1 shear zone extension” is inline with positive results intersected in PLN24-152. Geochemical data from all three holes is still pending.

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at December 31, 2024 is shown below:

 

Property  Location  Ownership  Claims  Hectares  Stage  Carrying value
Patterson Lake Area                  
Patterson Lake North  Athabasca Basin Region, SK  100%  2  4,074  3  64,013,716
Broach  Athabasca Basin Region, SK  100%  17  19,023  3  112,428
Minto  Athabasca Basin Region, SK  100%  23  19,864  3  1,087
Total: Patterson Lake Area        42  42,961     64,127,231
                   
Totals        42  42,961     64,127,231

 

Exploration Stage:

 

1.Prospecting (none at September 30, 2024)

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling (none at September 30, 2024)

 

3.Drilling

 

The Company’s properties are located within the southwest Athabasca Basin Region, also referred to here as the Patterson Lake Area, an emerging mining district that includes Paladin’s Triple R uranium deposit and NexGen Energy Ltd.’s Arrow uranium deposit. This area is prospective for uranium mineralization in both basement and unconformity hosted models.

 

The Patterson Lake Area is a key focus for the company and includes 42,961 hectares in three properties.

 

Patterson Lake Area, Canada

 

The Patterson Lake Area has been the focus of two of the more significant, recently discovered deposits in the Athabasca Basin; Paladin’t Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The Patterson Lake Area portfolio consists of 42 claims and 42,961 ha on three properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Paladin’s Triple R deposit.

 

Recent developments on the Patterson Lake Area properties include:

 

Patterson Lake North (PLN) Property

 

The PLN property consists of 2 claims covering 4,074 ha and is located 17 km to the north of Paladin’s PLS property hosting the Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

 

A summary of exploration activity on the PLN property is as follows:

 

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

Page | 3 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m within 0.012% U3O8 over 6.0 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization. In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor. All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

 

A fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

 

This drilling program totalling 7,575 m expanded the known length of the JR Zone to 105 m.

Page | 4 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

 

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

 

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra-high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of 10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra-high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up-dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity. PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade 0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

 

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandsone immediately above the JR Zone, 3.5 km away. Hole PLN23-095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093. PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

 

By September 19, 2023 the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the southeast than the previously defined historical A1 and parallel and offset B1 conductors.

 

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023. The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101. PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

Page | 5 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23-101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

 

The fall 2023 drill program concluded on December 11, 2023 with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

 

The winter drill program ran between January – April 2024 with a total of 12,100.0 m in 30 completed diamond drillholes and 38 completed sonic drill pre-casings.

 

The JR Zone continued to deliver high-grade intercepts including PLN23-116 on line 075S, with 12.0 m of 7.6% U3O8 from 224.0 m to 236.0 m, including 8.0 m of 11.2% U3O8 and 2.0 m of 31.4% U3O8. Also hole PLN24-137 which returned 15.0 m of 3.2% U3O8, including a high grade 2.5 m interval averaging 18.6% U3O8, further including the ultra-high grade core with 1.5 m of 30.3% U3O8. Further south along the A1 conductor/shear hole PLN24-131 on line 795S intersected 0.5 m of 0.010% U3O8 between 252.5 m and 253.0 m. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the development of the Athabasca Basin. Highlights from the B1 shear zone included hole PLN24-122 collared on line 3450S that returned 0.5 m of 0.022% U3O8 from 596.5 m to 597.0 m.

 

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. The SQUID EM coverage was interpreted and integrated with previous resistivity. The resulting GTEM inversion was used to successfully extend the strike length of the B1 conductor which was validated with drill hole PLN24-168.

 

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, was completed in the early summer of 2024. A total of 11,408 stations were measured within the PLN claims. A final gravity inversion has been prepared and delivered by convolutions geoscience. The resulting inversion has been used to highlight priority targets along the A1 and B1 shear zones.

 

A summer drill program is ongoing along the A1 & B1 shear zones. As of November 24, 2024 a total of 21,753.3 m had been drilled in 47 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include a drill-confirmed extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. In addition, exploration drilling south of the Harrison Fault discovered the extension of the A1 shear 400 m beyond its previously interpreted southern extent, and 3.2 km south of the JR Zone. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-161 on line 035S which returned 10.5 m of 2.66% U3O8, including a high grade 2.0 m interval averaging 12.0% U3O8, further including an ultra-high-grade core of 0.5 m of 20.7% U3O8.

Page | 6 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m. Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m.

 

At the completion of the 2024 drilling on December 15, 2024 a total of 22,952.3m was completed in 50 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include the drill confirmation of the “A1 shear zone extension” targeting the continuation of the A1 shear zone on the southeastern side of the Harrison Fault. Continued B1 exploration has increased the geologic understanding of the structure and intersected prospective geology. Geochemical analysis for both the B1 and A1 extension is still outstanding for 23 drill holes. Infill drilling at the A1 shear hosting JR Zone continues to renturn significant high-grade intersections, including PLN24-176 on line 035S which returned 7.5 m of 30.9% U3O8, including a high grade 5.5m interval averaging 42.2% U3O8, further including an ultra-high-grade core of 4.5 m of 50.1% U3O8.

 

F3 Uranium has contracted Abitibi Geophysics to conduct a ~65km ground EM survey. 14km will be conducted on the Minto property over the A4 grid and 41km will be conducted on the Broach Lake Property over the Patterson Lake West (PW) grid. The goal of the survey will be to generate exploration targets for 2025 drill testing. The A4 grid covers the A4 conductor located to the north of the A1 conductor which hosts JR. The PW grid is F3’s first exploration program in the area. VTEM and drilling conducted by a previous operator indicate a possible conductive response near the boundary of the Athabasca Basin. The survey is scheduled to start January 2025.

 

Broach Property

 

The Broach Property comprises 17 claims totaling 19,023 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

 

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Paladin’s Triple R deposit and NexGen’s Arrow deposit.

 

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

 

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

 

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected ’sandstone chimney’ alteration that was indicated by the ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

Page | 7 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate drill targets.

 

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 12,710 stations were measured within the Broach claims. Final data has been received and interpreted by Convolutions Geosciences and is currently being used to prioritize areas for follow up ground-EM.

 

One hole was drilled on the Broach Lake property targeting an interpreted extension of the B1 shear zone to the southeast. PLN24-182 was unsuccessful in intersecting the B1 shear zone. Final geochemical data is pending and geological interpretation is ongoing.

Page | 8 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Minto Property

 

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

 

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong ‘late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

A single test line of ground magneto-tellurics (MT) was completed over the ‘N’ conductor in October 2013.

 

During winter-spring 2014 surveys in the A4 Extension area and the ‘N’ conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted to define drill targets.

 

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the ‘N’ conductor target. A total of 1,157 m was drilled. The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper basement derived conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate new drill targets.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 1,748 stations were measured within the Minto claims. Final data has been received and interpreted. The data was used to prioritize areas of the claims for follow up ground-EM.

Page | 9 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply / demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011.

 

Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed:

 

Country  In Operation  Under construction  Planned  Proposed
China  48  14  42  168
India  22  7  14  28
Russia  39  3  24  22
USA  94  2  3  18
Canada  19  -  -  2
Japan  33  2  1  8
Saudi-Arabia  -  -  -  16
South Korea  24  4  -  2
Ukraine  15  2  -  2
Others  148  19  20  59
Total  442  53  104  325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020)

Page | 10 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others. It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production. This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward.

 

U3O8 prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC – the world’s largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations.

 

This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

Page | 11 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable

 

prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require frontloading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price. It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities – thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

 

Additionally, with its ongoing shutdown of McArthur River and prior suspension of Cigar Lake, Cameco will continue to have to buy significant pounds in the spot market. As of its most recent quarterly update, Cameco claims that it is the world’s largest purchaser in the spot market and has acquired over 50mm lbs from the spot market to date.

 

Uranium demand/supply fundamentals

 

(LINE GRAPH)

 

(Source: EIA, Euratom - Future contract coverage rates)

Page | 12 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

Emerging Demand – Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

 

China – driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium. Additional long-term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

Page | 13 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

 

(LINE GRAPH)

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

However, we continue to see improvements. Japan is currently operating a total of nine reactors, of which two were first restarted in 2015 and seven more have restarted since. A further 18 reactors are currently in the restart approval process with 16 of them already clearing government requirements for restart. This is in addition to the two reactors under construction and nine new reactors being planned or proposed. With reactors coming back online and plans to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

While the first wave of reactor restarts in Japan is not expected to immediately increase uranium demand as they would likely draw from existing inventory, it should increase confidence that Japan’s utility companies most likely will not sell their uranium fuel stockpiles into the market.

Page | 14 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its McClean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs). With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 15 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

Recently, conflict between the United States and Iran has resulted in accusations of Iran breaking the 2015 agreement that limited its nuclear program, taking the first step toward re-imposing United Nations sanctions. The European countries started the clock on what is anticipated to be 60 days of negotiations with Iran about coming back into full compliance with the nuclear deal. If they cannot resolve their dispute under the agreement, the United Nations could revive sanctions on Iran that had been suspended, including an arms embargo.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

Page | 16 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S. While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit.

Page | 17 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Uranium outlook (continued)

 

Uranium market

 

(LINE GRAPH)

 

(Source: UxC LLC, www.uxc.com: November 2020)

 

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars.

 

   June 30,
2,024
   June 30,
2023
   June 30,
2022
 
   $   $   $ 
             
Net loss   (20,714,408)   (10,175,600)   (5,670,125)
Total assets   97,878,306    50,447,412    29,936,942 
Current liabilities   4,353,979    4,162,660    1,459,298 
Shareholders’ equity   74,202,319    44,245,128    28,274,791 
Basic and diluted loss per common share   (0.03)   (0.03)   (0.02)

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

Page | 18 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Summary of quarterly results (continued)

 

   December 31,   September 30,   June 30,   March 31, 
   2024   2024   2024   2024 
   $   $   $   $ 
                 
Exploration and evaluation assets   64,127,231    58,607,236    53,474,145    54,370,172 
Working capital   23,721,838    24,058,684    39,553,790    32,102,384 
Net income (loss)   (4,430,131)   (5,851,443)   (3,152,423)   (17,515,539)
Net profit (loss) per share basic and diluted   (0.01)   (0.01)   (0.01)   (0.04)
   December 31,   September 30,   June 30,   March 31, 
   2023   2023   2023   2023 
   $   $   $   $ 
                 
Exploration and evaluation assets   43,963,819    37,796,929    29,762,105    27,601,450 
Working capital   43,650,451    28,842,003    16,277,693    7,413,153 
Net income (loss)   366,581    (413,026)   (2,736,278)   1,989,809 
Net profit (loss) per share basic and diluted   0.00    (0.00)   (0.01)   0.01 

 

 

Net loss in the current quarter was affected by the recognition of share-based compensation of $6,411.231 due to the options vesting, the issuance of replacement options pursuant to the Arrangement. The current quarter saw an increase in accretion expense, consulting and director fees, share-based compensation, marketing and wages to support increased exploration operations. Quarter to quarter variances are due to fluctuations corporate and exploration activity driven by cash timing of exploration programs and corporate initiatives. There will be continued volatility quarter to quarter in light of this.

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three and six months ended December 31, 2024

 

The Company had a net loss of $4,430,131 and $10,281,574 for the three and six months end December 31, 2024 compared to net profit of $366,581 and net loss of $46,446 for the comparable prior periods. The change in net loss is primarily attributable to the following factors:

 

Share-based compensation increased in the current period due to increased share activity described above.

 

Consulting and directors’ fees, office and administration, and wages and benefits increased due to increased operating activity.

 

Flow-through share recovery in the prior periods significantly reduced overall net loss.

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

Page | 19 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at December 31, 2024 the Company had cash and cash equivalents of $23,721,838 and a working capital balance of $23,721,838. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

Financing

 

On October 31, 2024, the Company closed a private placement for gross proceeds of $8,000,000, comprising 7,500,000 flow-through Units of the Company at a price of $0.375 per unit, and 12,500,000 Saskatchewan flow-through units at a price $0.415 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 at any time on or before October 31, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $640,899 in connection with this private placement. In addition, the Company issued 1,079,650 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.32 per share at any time on or before October 31, 2026.

 

Convertible Debenture

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture (“Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865.

 

The Company will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the Company’s 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of a change of control transaction, the Company may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.

Page | 20 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel.

 

   December 31,   December 31, 
   2024   2023 
   $   $ 
Compensation costs          
           
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled by key management personnel   707,959    990,483 
Share-based compensation pursuant to the vesting schedule of options and RSUs granted to key management personnel   1,784,741    804,469 
    2,492,700    1,794,952 
           
Exploration and evaluation expenditures   374,708    669,923 
Total   2,867,408    2,464,875 

 

Included in accounts payable at December 31, 2024 is $63,665 (June 30, 2024 - $85,398) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $104,762 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

Outstanding share data

 

As at the date of this document, the Company has 493,719,610 common shares issued and outstanding, 42,254,541 incentive stock options outstanding with exercise prices ranging from $0.081 to $0.304 per share, 48,097,748 warrants outstanding with exercise prices ranging from $0.35 to $0.56 per share, and 33,152,377 restricted stock units outstanding.

 

Financial instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Page | 21 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Financial instruments (continued)

 

The Company classifies its financial instruments as follows:

 

Financial Instrument  Classification
Cash and cash equivalents  Amortized cost
Amounts receivable  Amortized cost
Marketable securities  FVTPL
Investment  FVTPL
Deposit  Amortized cost
Accounts payable and accrued liabilities  Amortized cost
Convertible debt  Amortized cost
    

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

Page | 22 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Financial instruments (continued)

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at December 31, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

   Maturity  December 31,   June 30 
   Dates  2024   2024 
      $    $ 
              
Accounts payable and accrued liabilities  < 12 months   1,022,922    3,248,073 
Convertible debt  > 12 months   11,248,203    10,910,275 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at December 31, 2024, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(c)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

Page | 23 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Financial instruments (continued)

 

(d)Commodity price risk

 

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes option pricing model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

Page | 24 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Key estimates and judgments (continued)

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

Material accounting policy information

 

A summary of the Company’s material accounting policy information is included in Note 3 of the condensed interim consolidated financial statements for the period ended December 31, 2024.

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words

 

Cautionary notes regarding forward-looking statements (continued)

 

and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

Page | 25 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the second quarter ended December 31, 2024
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM CORP LOGO)
   

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 26 

 

 

Exhibit 99.52

 

Form 52-109FV2

Certification of Interim Filings
Venture Issuer Basic Certificate

 

I, Dev Randhawa, Chief Executive Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended December 31, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: March 3, 2025

 

/s/ Dev Randhawa
   
Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)     controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)    a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1 

 

 

Exhibit 99.53

 

Form 52-109FV2

Certification of Interim Filings
Venture Issuer Basic Certificate

 

I, Ryan Cheung, Chief Financial Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended December 31, 2024.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: March 3, 2025

 

/s/ Ryan Cheung
   
Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)     controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)    a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1 

 

 

Exhibit 99.54

 

F3 Hits Anomalous Radioactivity 12km South of JR Zone on Broach Property

 

20.0m Composite Mineralization at JR Zone with 2.25m high grade Radioactivity

 

Kelowna, British Columbia--(Newsfile Corp. - March 18, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) ("F3" or "the Company") is pleased to release initial scintillometer results from the ongoing winter drill programs at the PLN and Broach Properties including drilling at JR Zone, B1, and the PW Area. At Broach Lake a new prospective area "PW" is emerging, where exploration drillhole PLN25-202 encountered six distinct zones of anomalous radioactivity, with readings ranging between 300 cps and 720 cps over a 90m downhole interval. At JR Zone, PLN25-200 returned mineralization over 20.0m, including 2.25m of high grade (>10,000 cps) containing 0.68m of off-scale mineralization (>65,535 cps).

 

2025 Handheld Spectrometer Highlights:

 

PLN: JR Zone
PLN25-198 (line 090S):

 

6.5m interval with mineralization between 214.5 and 223.0m, including

 

0.20m high-grade radioactivity (> 10,000 cps) between 220.65 and 220.85m, and

 

1.5m interval with mineralization between 228.5 and 230.0m

 

PLN25-200 (line 045S):

 

1.0m interval with mineralization between 229.0 and 230.0m, and

 

19.0m interval with mineralization between 233.0 and 252.0m, including

 

2.25m high-grade composite radioactivity (> 10,000 cps) between 236.0 and 238.75m

 

Broach Lake: PW Area
PLN25-202 (line 11325S):

 

0.5m interval with radioactivity between 272.5 and 273.0m, and

 

0.5m interval with radioactivity between 275.5 and 276.0m, and

 

0.5m interval with radioactivity between 296.0 and 296.5m, and

 

0.5m interval with radioactivity between 321.0 and 321.5m, and

 

0.5m interval with radioactivity between 359.5 and 360.0m, and

 

0.5m interval with radioactivity between 362.5 and 363.0m

 

B1 Conductor:
PLN25-196 (line 2835S):

 

0.5m interval with radioactivity between 336.5 and 367.0m

 

 

Sam Hartmann, Vice President Exploration, commented:

 

"The 'PW' area, situated on the Broach Property approximately 12 kilometers south of the JR Zone, lies just within the Athabasca Basin and represents a region with minimal historical exploration and drilling activity. No previously defined conductors had been identified in this area, largely due to the presence of a thick layer of conductive Cretaceous mudstone from the Manville Group, which locally reaches thicknesses of nearly 100 meters. Recognizing the potential of this challenging but underexplored region, we conducted a specifically designed MLTDEM ground survey (see NR February 11) which has just been completed by Abitibi Geophysics. This approach successfully delineated a number of basement- hosted conductors on the survey lines interpreted so far with lines L3200N to L4400N still outstanding (see Map 2), overcoming the interference posed by the conductive mudstones. Drillhole PLN25-202 was collared based on an initial interpretation and conductor model on L1600N, and intersected strongly altered basement lithologies, encountering six distinct radioactive intercepts across a 90-meter downhole interval. Data from this drillhole was subsequently re-integrated back into the electromagnetic (EM) model - which resulted in a lateral shift of the conductor model by approximately 100 meters. This adjustment suggests that PLN25-202 overshot the intended target yet - still encountered significant alteration and structures along with radioactivity. A follow-up drillhole is scheduled and planned to step back by approximately 100 meters to better intersect the refined target, which lies in a distinct circular gravity anomaly. While the PW Area is still in its early stages of exploration, we are highly encouraged by these strong initial results, and intend to conduct further drilling in the area before shifting focus back to the JR Zone toward the conclusion of the winter season."

 

(MAP)

 

Map 1. Patterson Lake North - JR Zone 2025 Scintillometer Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/244920_f088d21f648b2b38_002full.jpg

 

 

(MAP)

 

Map 2. Broach Lake - PW Area 2025 Scintillometer Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/244920_f088d21f648b2b38_003full.jpg

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m
minimum)
   
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max CPS Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
PLN25-196 2835S 589265.0 6408368.2 537.9 54.1 -67.3 366.50 367.00 0.50 390 178.4 497
PLN25-197 030S 587776.2 6410760.2 546.4 55.1 -70.7 206.50 207.00 0.50 880 189.7 251
              207.00 207.50 0.50 7,600    
              207.50 208.00 0.50 9,700    
              208.00 208.50 0.50 5,100    
              208.50 209.00 0.50 510    
              209.00 209.50 0.50 360    
              209.50 210.00 0.50 390    
              210.00 210.50 0.50 350    
              210.50 211.00 0.50 530    
              211.00 211.50 0.50 1,100    
PLN25-198 090S 587842.9 6410645.2 546.0 9.4 -64.9 214.50 215.00 0.50 330 191.7 299
              215.00 215.50 0.50 460    
              215.50 217.50 2.00 <300    
              217.50 218.00 0.50 3,400    
              218.00 218.50 0.50 2,200    
              218.50 219.00 0.50 330    
              219.00 219.50 0.50 340    
              219.50 220.00 0.50 570    
              220.00 220.50 0.50 450    
              220.50 220.65 0.15 8,600    
              220.65 220.85 0.20 22,100    
              220.85 221.00 0.15 7,700    
              221.00 221.50 0.50 8,100    

 

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m
minimum)
   
              221.50 222.00 0.50 2,500    
222.00 222.50 0.50 4,900
222.50 223.00 0.50 2,200
228.50 229.00 0.50 310
229.00 229.50 0.50 <300
229.50 230.00 0.50 450
PLN25-199 010N 587693.2 6410748.1 545.2 54.9 -65.7 232.00 232.50 0.50 360 197.7 269
              242.00 242.50 0.50 1,000    
              242.50 243.00 0.50 2,900    
              243.00 243.50 0.50 1,100    
PLN25-200 045S 587730.9 6410712.4 545.2 53.4 -65.5 229.00 229.50 0.50 330    
              229.50 230.00 0.50 360    
              233.00 233.50 0.50 660    
              233.50 234.00 0.50 720    
              234.00 234.50 0.50 1,900    
              234.50 235.00 0.50 4,900    
              235.00 235.50 0.50 660    
              235.50 236.00 0.50 9,600    
              236.00 236.50 0.50 62,200    
              236.50 237.00 0.50 13,400    
              237.00 237.50 0.50 9,200    
              237.50 237.65 0.15 58,200    
              237.65 238.00 0.35 >65,535    
              238.00 238.33 0.33 >65,535    
              238.33 238.50 0.17 61,000    
              238.50 238.75 0.25 22,300    
              238.75 239.00 0.25 8,600    
              239.00 239.50 0.50 8,400    
              239.50 240.00 0.50 2,800    
              240.00 240.50 0.50 5,700    
              240.50 241.00 0.50 3,000    
              241.00 241.50 0.50 5,400    
              241.50 242.00 0.50 5,200    
              242.00 242.50 0.50 5,100    
              242.50 243.00 0.50 470    
              243.00 244.00 1.00 <300    
              244.00 244.50 0.50 320    
              244.50 246.50 2.00 <300    
              246.50 247.00 0.50 2,100    
              247.00 247.50 0.50 740    
              247.50 248.00 0.50 1,100    
              248.00 248.50 0.50 480    
              248.50 249.00 0.50 <300    
              249.00 249.50 0.50 330    
              249.50 250.00 0.50 740    
              250.00 251.00 1.00 <300    
              251.00 251.50 0.50 1,300    
              251.50 252.00 0.50 2,100    

PLN25-201

12510S 590064.4 6397263.8 568.9 45.9 -70.2 PWExploration; no radioactivity >300 cps n.a. 437
PLN25-202 11325S 589352.6 6397967.0 583.2 45.9 -63.3 272.50 273.00 0.50 330 171.6 464.5
              275.50 276.00 0.50 300    
              296.00 296.50 0.50 330    
              321.00 321.50 0.50 320    
              359.50 360.00 0.50 320    
              362.50 363.00 0.50 720    

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

 

(MAP)

 

Image 1: Anomalous Radioactivity in PLN25-202

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/244920_f088d21f648b2b38_004full.jpg

 

The natural gamma radiation detected in the drill core, as detailed in this news release, was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 spectrometer. The Company designates readings exceeding 300 cps on the handheld spectrometer (occasionally referred to as a scintillometer in industry parlance; this colloquial usage stems from historical naming conventions and the shared functionality of detecting gamma radiation with a scintillometer)—as "anomalous", readings above 10,000 cps as "high-grade", and readings surpassing 65,535 cps as "off-scale". However, readers are cautioned that spectrometer or scintillometer measurements often do not directly or consistently correlate with the uranium grades of the rock samples and should be regarded solely as a preliminary indicator of the presence of radioactive materials.

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as "high grade" and results greater than 20.0 weight % U3O8 as "ultra-high grade".

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company's 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin's Triple R and NexGen Energy's Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property. All three properties comprising the PLN Project are accessed by Provincial Highway 955; the new JR Zone uranium discovery on the PLN property is located 23km northwest of Paladin's Triple R deposit.

 

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world's largest high grade uranium deposits including Paladin's Triple R and Nexgen's Arrow.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are "forward-looking statements." These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-Looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

"Dev Randhawa"

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/244920

 

 

 

Exhibit 99.55

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUFF
FSE: GL7

 

F3 ISSUES SHARES FOR INTEREST DEBT SETTLEMENT

 

Kelowna, British Columbia— (Newsfile Corp. – April 3, 2025) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) announces that pursuant to its previously announced financing with Denison Mines Corp. from October 2023, (“Denison”) (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the interest owed to date in common shares (the “Debt Settlement”).

 

The payment to Denison will consist of $225,000 in cash and a total of 562,500 common shares of the corporation at a deemed value of $0.200 per share.

 

Terms of the Debenture

 

The Debenture carries a 9% coupon (the “Interest”), payable quarterly, has a maturity date of October 18, 2028, and is convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. Full details of the debenture are noted in the press releases of October 6 and October 18, 2023.

 

All securities issued pursuant to the Debt Settlement are subject to the approval of the TSX-V and, when issued, a statutory hold period in Canada expiring four months and one day from the date of issuance.

 

The shares-for-debt transaction was approved by the Company’s Board of Directors pursuant to the terms of the debenture and did not require a formal valuation nor minority shareholder approval pursuant to Multilateral Instrument 61-101.

1 of 2

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Property in the southwest Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: PLN, Minto and Broach. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of the Patterson Lake area, host to Paladin Energy’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits and poised to become the next major area of development for uranium operations in northern Saskatchewan. Fission Uranium, which discovered the Triple R deposit, was acquired by Paladin Energy in a merger inked in June 2024 for an implied total equity value of C$1.14 billion.

 

The Company’s management, headed up by Dev Randhawa as CEO & Chairman, Raymond Ashley as President, and Sam Hartmann as VP Exploration, is the serially successful team that founded Fission Uranium in 2012 and made the Triple R discovery at Patterson Lake South. Previous to that, the same team founded Fission Energy, making the J-Zone discovery at Waterbury Lake in the eastern Athabasca Basin, and built Fission Energy into a TSX Venture 50 Company.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release contains “forward-looking information or statements” within the meaning of applicable securities laws, which may include, without limitation, statements with respect to the use of proceeds, and the potential for development of new uranium operations in northern Saskatchewan. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner and that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company’s views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company’s profile on SEDAR+. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure of counterparties to perform their contractual obligations. The Company does not undertake to update forward-looking statements or forward-looking information, except as required by law.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

2 of 2

 

 

Exhibit 99.56

 

F3 - NEW Discovery - 33.0m Radioactivity with 0.56m >10,000 cps at Broach Lake

 

On New Trend - 12km South of JR Zone

 

Kelowna, British Columbia--(Newsfile Corp. - April 15, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce a new discovery with drillhole PLN25-205 which intersected radioactivity over a total of 33.0m including 0.56m of high radioactivity (>10,000 cps) with a peak of 37,700 cps at 398.34m. The drillhole is still currently in progress, however additional mineralization is not expected.

 

2025 Handheld Spectrometer Highlights:

 

Broach Lake: PW Area
PLN25-205 (line 11310S):

 

0.5m interval with radioactivity of 340 cps between 340.0 and 340.5m, and

 

0.5m interval with radioactivity of 440 cps between 347.5 and 348.0m, and

 

0.5m interval with radioactivity of 370 cps between 366.0 and 366.5m, and

 

8.0m interval with radioactivity peaking 2,500 cps between 373.0m and 381.0m, and

 

23.5m interval with radioactivity peaking 37,700 cps between 384.0m and 407.5m, including

 

0.56m composite mineralization >10,000 cps between 389.75m and 398.56m

 

Sam Hartmann, Vice President Exploration, commented:

 

“On March 18th we announced anomalous radioactivity at a newly emerging area 12km south of the JR Zone, showing great initial potential with drillhole PLN25-202, peaking at 720cps. This was followed up with an aggressive step back with PLN25-203, which aimed to locate a MLTDEM ground conductor.

 

Encouraging alteration was encountered at depth corresponding with the approximate down-dip projection of the radioactive intervals in PLN25-202, but no anomalous radioactivity was noted. PLN25-204 then tested 60m up-dip of PLN25-202, successfully intersecting the targeted rock units but again with no anomalous radioactivity. Despite these results we decided on one more follow-up to PLN25-202 targeting approximately 50m down-dip (see Image 1 for cross section), this time successfully intersecting high-grade pitchblende mineralization hosted within competent but strongly chloritic and clay altered orthogneisses (see Image 2), in the hanging wall of an unmineralized fault with mineralization starting at a vertical depth of 325 meters from surface. This discovery is particularly meaningful as it is within the Clearwater Domain – a geological package predominantly thought to consist of intrusive rocks and historically considered less prospective for uranium mineralization. These drillholes contain significant intercepts of dioritic rocks – but also the strained and structurally disturbed orthogneisses we target. This strong initial intercept in PLN25-205 is the perfect analog to the approach of the technical team at F3 Uranium; to think out of the box and be persistent. After we finish drilling this hole, we plan to continue drilling on section to improve our understanding of the controls on the mineralization, before moving laterally along strike, which is open in both directions”.

 

 

(MAP)

 

Map 1. Broach Lake -2025 Scintillometer Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/248437_6a4027ce64d2ca31_002full.jpg

 

 

(MAP)

 

Image 1: Cross Section: Line 11310S

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/248437_6a4027ce64d2ca31_004full.jpg

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information *Planned Collar, azi/dip. Final surveys outstanding * Hand-held Spectrometer Results
On Mineralized Drillcore (>300
cps / >0.5m minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
PLN25-203   lost in overburden          
PLN25-203A   lost in overburden          
PLN25-203B 11340S 589233 6397845 586 48 -63 160.00 160.50 0.50 420 160.7 722
PLN25-204 11295S 589389 6398003 583 47 -63 168.50 168.90 0.40 310 168.88 401

 

 

Collar Information *Planned Collar, azi/dip. Final surveys outstanding * Hand-held Spectrometer Results
On Mineralized Drillcore (>300
cps / >0.5m minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
PLN25205* 11310S 589326 6397940 586 46 -65 340.00 340.50 0.50 340 168.8 TBD
              347.50 348.00 0.50 440    
              366.00 366.50 0.50 370
              373.00 373.50 0.50 470
              373.50 374.00 0.50 370
              374.00 374.50 0.50 <300
              374.50 375.00 0.50 540
              375.00 377.00 2.00 <300
              377.00 377.50 0.50 510
              377.50 378.00 0.50 780
              378.00 378.50 0.50 2100
              378.50 379.00 0.50 2500
              379.00 379.50 0.50 660
              379.50 380.00 0.50 2400
              380.00 380.50 0.50 1400
              380.50 381.00 0.50 2100
              384.00 384.50 0.50 800
              384.50 385.00 0.50 770
              385.00 386.50 1.50 <300
              386.50 387.00 0.50 1900
              387.00 387.50 0.50 3100
              387.50 388.00 0.50 2800
              388.00 388.50 0.50 1600
              388.50 389.00 0.50 340
              389.00 389.50 0.50 990
              389.50 389.75 0.25 9300
              389.75 390.00 0.25 27200
              390.00 390.50 0.50 1700
              390.50 391.00 0.50 480
              391.00 391.50 0.50 900
              391.50 392.00 0.50 670
              392.00 392.50 0.50 1300
              392.50 393.00 0.50 4400
              393.00 393.50 0.50 590
              393.50 394.00 0.50 380
              394.00 394.50 0.50 640
              394.50 395.00 0.50 420
              395.00 395.50 0.50 420
              395.50 396.00 0.50 640
              396.00 396.50 0.50 1400
              396.50 397.00 0.50 940
              397.00 397.50 0.50 <300
              397.50 398.00 0.50 300
              398.00 398.34 0.34 9800
              398.34 398.50 0.16 37700
              398.50 398.65 0.15 10400
              398.65 399.00 0.35 8900
              399.00 399.50 0.50 4600
              399.50 400.00 0.50 760
              400.00 400.50 0.50 330
              400.50 401.00 0.50 360
              401.00 401.50 0.50 910
              401.50 402.00 0.50 1900
              402.00 402.50 0.50 3400
              402.50 403.00 0.50 1900
              403.00 403.50 0.50 1300
              403.50 404.00 0.50 360
              404.00 404.50 0.50 6200
              404.50 405.00 0.50 700
              405.00 405.50 0.50 4900
              405.50 406.00 0.50 2200
              406.00 406.50 0.50 2300
              406.50 407.00 0.50 1200
              407.00 407.50 0.50 430

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m
2:CPS Cut-Off of 300 counts per second
3:Maximum Internal Dilution of 2.0m

 

 

(MAP)

 

Image 2: Uranium Mineralization in PLN25-205

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/248437_6a4027ce64d2ca31_003full.jpg

 

The natural gamma radiation detected in the drill core, as detailed in this news release, was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 spectrometer which has been calibrated by Radiation Solutions Inc. The Company designates readings exceeding 300 cps on the handheld spectrometer (occasionally referred to as a scintillometer in industry parlance; this colloquial usage stems from historical naming conventions and the shared functionality of detecting gamma radiation a scintillometer)—as “anomalous”, readings above 10,000 cps as “highly radioactive”, and readings surpassing 65,535 cps as “off-scale”. However, readers are cautioned that spectrometer or scintillometer measurements often do not directly or consistently correlate with the uranium grades of the rock samples and should be regarded solely as a preliminary indicator of the presence of radioactive materials.

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property. All three properties comprising the PLN Project are accessed by Provincial Highway 955; the new JR Zone uranium discovery on the PLN property is located 23km northwest of Paladin’s Triple R deposit.

 

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has verified the data disclosed.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R and Nexgen’s Arrow.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/248437 

 

 

 

Exhibit 99.57

 

F3 Announces C$7 Million Bought Deal Private Placement

 

Kelowna, British Columbia--(Newsfile Corp. - April 16, 2025) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) (“F3” or the “Company”) is pleased to announce that it has entered into an agreement with Haywood Securities Inc., on behalf of itself and a syndicate of underwriters (collectively, the “Underwriters”) who have agreed to purchase, or arrange for substitute purchasers, on a “bought deal” private placement basis, 29,200,000 flow-through shares of the Company (the “FT Shares”) at a price of C$0.24 per FT Share (the “Issue Price”), for gross proceeds to the Company of C$7,008,000 (the “Offering”).

 

Each FT Share will qualify as a “flow-through share” within the meaning of the Income Tax Act (Canada) and will qualify as an “eligible flow-through share” as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan).

 

In addition, the Company has agreed to grant the Underwriters an option (the “Over-Allotment Option”), exercisable in whole or in part by the Underwriters at any time up to 48 hours prior to the Closing Date (as defined below), to purchase up to an additional number of FT Shares equal to 15% of the total FT Shares issuable pursuant to the Offering at the Issue Price.

 

The gross proceeds from the sale of FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada), and to incur “eligible flow-through mining expenditures” pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the “Qualifying Expenditures”) related to the Company’s uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2025.

 

The FT Shares will be offered to purchasers pursuant to National Instrument 45-106 - Prospectus Exemptions in all of the provinces of Canada, other than Quebec, and/or in other jurisdictions as agreed to between the Company and the Underwriters. The FT Shares will be subject to the statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

 

The Offering is expected to close on May 7, 2025 (the “Closing Date”). The Company will pay to the Underwriters a cash commission of 5% of the gross proceeds raised in respect of the Offering.

 

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

 

About F3 Uranium Corp.

 

F3 is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 

On Behalf of the Board

“Dev Randhawa”

Dev Randhawa, Chairman & CEO

 

Contact Information

F3 Uranium Corp.

750 - 1620 Dickson Avenue
Kelowna, BC V1Y 9Y2
Investor Relations
Telephone: 778-484-8030
Email: ir@f3uranium.com

 

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.

 

Forward-Looking Information

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that F3 expects or anticipates will or may occur in the future including the closing date of the Offering, proposed use of proceeds of the Offering and the tax treatment of the FT Shares.

 

Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company’s ability to operate in a safe and effective manner.

 

 

These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the FT Shares, competitive risks and the availability of financing; uranium price volatility; risks associated with the conduct of the Company’s exploration activities; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining, development or exploration activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/248769

 

 

 

Exhibit 99.58

 

FORM 51-102F3
MATERIAL CHANGE REPORT

 

Item 1: Name and Address of Company
   

F3 Uranium Corp. (the “Company”)
750-1620 Dickson Avenue
Kelowna, British Columbia
Canada, V1Y 9Y2

 

Item 2: Date of Material Change
   

April 15, 2025

 

Item 3: News Release
   

A news release announcing the material change was issued on April 15, 2025 through Globe Newswire and a copy was subsequently filed on SEDAR+.

 

Item 4: Summary of Material Change
   

On April 15, 2025, the Company announced a new discovery with drillhole PLN25-205 which intersected radioactivity over a total of 33.0m including 0.56m of high radioactivity (>10,000 cps) with a peak of 37,700 cps at 398.34m. The drillhole is still currently in progress, however additional mineralization is not expected.

 

Item 5.1: Full Description of Material Change
   

On April 15, 2025, the Company announced a new discovery with drillhole PLN25-205 which intersected radioactivity over a total of 33.0m including 0.56m of high radioactivity (>10,000 cps) with a peak of 37,700 cps at 398.34m. The drillhole is still currently in progress, however additional mineralization is not expected.

 

2025 Handheld Spectrometer Highlights:

 

Broach Lake: PW Area
PLN25-205 (line 11310S):

 

0.5m interval with radioactivity of 340 cps between 340.0 and 340.5m, and

 

0.5m interval with radioactivity of 440 cps between 347.5 and 348.0m, and

 

0.5m interval with radioactivity of 370 cps between 366.0 and 366.5m, and

 

8.0m interval with radioactivity peaking 2,500 cps between 373.0m and 381.0m, and

 

23.5m interval with radioactivity peaking 37,700 cps between 384.0m and 407.5m, including

 

0.56m composite mineralization >10,000 cps between 389.75m and 398.56m

 

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information *Planned Collar, azi/dip. Final surveys outstanding * Hand-held Spectrometer Results
On Mineralized Drillcore (>300
cps / >0.5m minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
 
Hole ID Section Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
 
PLN25-203   lost in overburden            
PLN25-203A   lost in overburden            
PLN25-203B 11340S 589233 6397845 586 48 -63 160.00 160.50 0.50 420 160.7 722  
PLN25-204 11295S 589389 6398003 583 47 -63 168.50 168.90 0.40 310 168.88 401  
PLN25-205* 11310S 589326 6397940 586 46 -65 340.00 340.50 0.50 340 168.8 TBD  
 
347.50 348.00 0.50 440      
366.00 366.50 0.50 370  
373.00 373.50 0.50 470  
373.50 374.00 0.50 370  
374.00 374.50 0.50 <300  
374.50 375.00 0.50 540  
375.00 377.00 2.00 <300  
377.00 377.50 0.50 510  
377.50 378.00 0.50 780  
378.00 378.50 0.50 2100  
378.50 379.00 0.50 2500  
379.00 379.50 0.50 660  
379.50 380.00 0.50 2400  
380.00 380.50 0.50 1400  
380.50 381.00 0.50 2100  
384.00 384.50 0.50 800  
384.50 385.00 0.50 770  
385.00 386.50 1.50 <300  
386.50 387.00 0.50 1900  
387.00 387.50 0.50 3100  
387.50 388.00 0.50 2800  
388.00 388.50 0.50 1600  

 

 

Collar Information *Planned Collar, azi/dip. Final surveys outstanding * Hand-held Spectrometer Results
On Mineralized Drillcore (>300
cps / >0.5m minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
              388.50 389.00 0.50 340    
              389.00 389.50 0.50 990    
              389.50 389.75 0.25 9300    
              389.75 390.00 0.25 27200    
              390.00 390.50 0.50 1700    
              390.50 391.00 0.50 480    
              391.00 391.50 0.50 900    
              391.50 392.00 0.50 670    
              392.00 392.50 0.50 1300    
              392.50 393.00 0.50 4400    
              393.00 393.50 0.50 590    
              393.50 394.00 0.50 380    
              394.00 394.50 0.50 640    
              394.50 395.00 0.50 420    
              395.00 395.50 0.50 420    
              395.50 396.00 0.50 640    
              396.00 396.50 0.50 1400    
              396.50 397.00 0.50 940    
              397.00 397.50 0.50 <300    
              397.50 398.00 0.50 300    
              398.00 398.34 0.34 9800    
              398.34 398.50 0.16 37700    
              398.50 398.65 0.15 10400    
              398.65 399.00 0.35 8900    
              399.00 399.50 0.50 4600    
              399.50 400.00 0.50 760    
              400.00 400.50 0.50 330    
              400.50 401.00 0.50 360    
              401.00 401.50 0.50 910    
              401.50 402.00 0.50 1900    
              402.00 402.50 0.50 3400    

 

 

Collar Information *Planned Collar, azi/dip. Final surveys outstanding * Hand-held Spectrometer Results
On Mineralized Drillcore (>300
cps / >0.5m minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section Line Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
              402.50 403.00 0.50 1900    
403.00 403.50 0.50 1300
403.50 404.00 0.50 360
404.00 404.50 0.50 6200
404.50 405.00 0.50 700
405.00 405.50 0.50 4900
405.50 406.00 0.50 2200
406.00 406.50 0.50 2300
406.50 407.00 0.50 1200
407.00 407.50 0.50 430

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

The natural gamma radiation detected in the drill core, as detailed in the news release, was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 spectrometer which has been calibrated by Radiation Solutions Inc. The Company designates readings exceeding 300 cps on the handheld spectrometer (occasionally referred to as a scintillometer in industry parlance; this colloquial usage stems from historical naming conventions and the shared functionality of detecting gamma radiation a scintillometer)—as “anomalous”, readings above 10,000 cps as “highly radioactive”, and readings surpassing 65,535 cps as “off-scale”. However, readers are cautioned that spectrometer or scintillometer measurements often do not directly or consistently correlate with the uranium grades of the rock samples and should be regarded solely as a preliminary indicator of the presence of radioactive materials.

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

Item 5.2: Disclosure of Restructuring Transactions
   

Not applicable.

 

 

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102
   

Not applicable.

 

Item 7: Omitted Information
   

Not applicable.

 

Item 8: Executive Officer
   

The following senior officer of the Company is knowledgeable about the material change and this report:

 

Raymond Ashley, P.Geo., President & COO
Email: ir@f3uranium.com
Phone: 778-484-8030

 

Item 9: Date of Report
   

April 25, 2025

 

 

Cautionary Note Regarding Forward-Looking Statements

 

This material change report contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this material change report are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

 

 

Exhibit 99.59

 

F3 Closes C$7 Million Bought Deal Private Placement

 

Kelowna, British Columbia--(Newsfile Corp. - May 7, 2025) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) is pleased to announce that it has closed its previously announced bought deal private placement. A total of 29,200,000 flow-through shares of the Company (the “FT Shares”) were issued at a price of C$0.24 per FT Share (the “Issue Price”), for gross proceeds to the Company of C$7,008,000 (the “Offering”).

 

Haywood Securities Inc. acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters that included Red Cloud Securities Inc., Canaccord Genuity Corp., SCP Resource Finance LP, and Cormark Securities Inc. (collectively, the “Underwriters”).

 

Each FT Share will qualify as a “flow-through share” within the meaning of the Income Tax Act (Canada) and will qualify as an “eligible flow-through share” as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan).

 

The gross proceeds from the sale of FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada), and to incur “eligible flow-through mining expenditures” pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the “Qualifying Expenditures”) related to the Company’s uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2025.

 

The FT Shares were offered to purchasers pursuant to National Instrument 45-106 - Prospectus Exemptions in all of the provinces of Canada, and/or in other jurisdictions as agreed to between the Company and the Underwriters. The FT Shares are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws.

 

In connection with the Offering, the Company paid to the Underwriters a cash commission of 5% of the gross proceeds raised in respect of the Offering.

 

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

 

About F3 Uranium Corp.

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new discovery in 12km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 

On Behalf of the Board

“Dev Randhawa”

Dev Randhawa, Chairman & CEO

 

Contact Information

F3 Uranium Corp.

750 - 1620 Dickson Avenue
Kelowna, BC V1Y 9Y2

 

Investor Relations
Telephone: 778-484-8030
Email: ir@f3uranium.com

 

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.

 

 

Forward-Looking Information

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-Looking information herein includes, but is not limited to, statements that address activities, events or developments that F3 expects or anticipates will or may occur in the future, the proposed use of proceeds of the Offering and the tax treatment of the FT Shares.

 

Forward-Looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company’s ability to operate in a safe and effective manner.

 

These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the FT Shares, competitive risks and the availability of financing; uranium price volatility; risks associated with the conduct of the Company’s exploration activities; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining, development or exploration activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/251088

 

 

 

Exhibit 99.60

 

(F3 URANIUM LOGO)

 

Condensed Interim Consolidated Financial Statements

 

(Unaudited – prepared by management)

 

 

 

 

 

F3 Uranium Corp.

 

 

 

For the Nine-Month Period Ended

 

March 31, 2025

 

 


In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed consolidated interim financial statements for the nine-month period ended March 31, 2025.

 

Table of contents

 

Condensed interim consolidated statements of financial position 1
   
Condensed interim consolidated statements of loss and comprehensive loss 2
   
Condensed interim consolidated statements of changes in shareholders’ equity 3
   
Condensed interim consolidated statements of cash flows 4
   
Notes to the condensed interim consolidated financial statements 5-36

 

 

F3 Uranium Corp.
Condensed interim consolidated statements of financial position
(Expressed in Canadian dollars)

 

      March 31,   June 30, 
   Notes  2025
(unaudited)
   2024
(audited)
 
      $   $ 
ASSETS             
Current assets             
Cash and cash equivalents  15   16,421,167    33,616,475 
Amounts receivable  7   260,820    962,926 
Marketable securities  10   602,749    350,979 
Deposits      14,740    736,720 
Prepaid expenses      173,158    292,420 
Assets held for distribution  8   -    7,948,249 
       17,472,634    43,907,769 
              
Non-current assets             
Investment  10   295,479    433,225 
Right-of-use asset  9   42,864    63,167 
Exploration advances      -    - 
Exploration and evaluation assets  11   69,312,736    53,474,145 
TOTAL ASSETS      87,123,713    97,878,306 
              
LIABILITIES             
Current liabilities             
Accounts payable and accrued liabilities  16   559,997    3,248,073 
Shares to be issued      -    - 
Mineral exploration commitment  11   -    339,026 
Lease liability – short term  9   8,164    29,899 
Flow-through share premium  13   -    736,981 
       568,161    4,353,979 
Non-current liabilities             
 Lease liability – long term  9   49,733    49,733 
 Convertible debt  12   11,417,491    10,910,275 
 Deferred income tax liability  12   8,362,000    8,362,000 
TOTAL LIABILITIES      20,397,385    23,675,987 
              
SHAREHOLDERS’ EQUITY             
Share capital  14   108,069,134    101,518,149 
Subscription receivable  14   -    - 
Reserves  14   40,254,450    30,801,355 
Equity portion of convertible debt  12   2,741,192    2,741,192 
Accumulated deficit      (84,338,448)   (60,858,377)
TOTAL SHAREHOLDERS EQUITY      66,726,328    74,202,319 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY      87,123,713    97,878,306 

 

Nature of operations (Note 1)

 

Commitments (Note 19)

 

Subsequent events (Note 21)

 

Approved by the Board of Directors and authorized for issuance on May 29, 2025:

 

     
“Devinder Randhawa”   “Terrence Osier”
Director   Director
     

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 1

 

F3 Uranium Corp.
Condensed interim consolidated statements of loss and comprehensive loss
(Expressed in Canadian dollars - Unaudited)

 

      Three months ended   Nine months ended 
   Notes  March 31, 2025   March 31, 2024   March 31, 2025   March 31, 2024 
      $   $   $   $ 
EXPENSES                       
Accretion expense  12   506,468    819,257    1,520,019    870,023 
Business development      152,513    98,974    552,730    312,416 
Consulting and director fees  16   844,910    918,862    2,429,970    2,555,651 
Depreciation  9   6,768    (145)   20,304    20,015 
Exploration costs      26,933    78,006    33,128    78,006 
Office and administration (recovery)      98,420    (964,432)   1,238,463    526,399 
Professional fees      211,769    (6,356)   806,528    446,914 
Public relations and communications      43,237    193,274    628,980    1,312,065 
Lease interest  9   2,630    1,981    8,803    12,447 
Share-based compensation  14,16   4,085,908    6,404,215    10,497,139    7,930,619 
Wages and benefits  16   187,442    298,234    515,929    527,989 
Net loss before other items      (6,166,998)   (7,841,870)   (18,251,993)   (14,592,544)
                        
Other items:                       
Flow-through share recovery tax  13   1,098,519    (2,395,876)   2,467,015    2,415,671 
Interest income      97,172    346,490    704,804    1,386,025 
Realized gain on marketable securities  10   -    21,300    -    23,987 
Recovery on mineral rights      -    75,460    -    75,460 
Reorganization  6   -    -    25,058    - 
Change in fair value of marketable securities  10   (470,464)   (222,147)   (668,230)   (844,597)
Write off deposits      -    (134,319)   -    (134,319)
       725,227    (2,309,092)   2,528,647    2,922,227 
Income (Loss) before tax      (5,441,771)   (10,150,962)   (15,723,346)   (11,670,317)
Deferred income tax expense      -    (7,364,577)   -    (5,891,668)
Comprehensive loss for the period      (5,441,771)   (17,515,539)   (15,723,346)   (17,561,985)
                        
Basic and diluted loss per common share      (0.01)   (0.04)   (0.03)   (0.04)
Weighted average number of shares outstanding – basic and diluted      514,166,307    472,324,311    507,143,774    470,394,030 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 2

 

F3 Uranium Corp.
Condensed interim consolidated statements of shareholders’ equity
(Expressed in Canadian dollars - Unaudited)

 

   Number of
shares
   Amount   Reserves   Subscription
Receivable
   Equity portion
of convertible
debt
   Accumulated
deficit
   Total 
       $   $   $   $   $   $ 
Balance, June 30, 2023   381,284,073    65,157,500    19,257,597    (26,000)   -    (40,143,969)   44,245,128 
Private placements   41,237,113    15,793,000    4,207,000    -    -    -    20,000,000 
Finders’ fees and share issuance costs   -    (919,987)   (244,843)   -    -    -    (1,164,830)
Brokers’ warrants   -    (495,000)   495,000    -    -    -    - 
Warrants and options exercised   49,323,936    14,812,550    (4,307,323)   26,000    -    -    10,531,227 
Conversion of RSUs   1,187,741    317,751    (317,751)   -    -    -    - 
Equity portion of convertible debt   -    -    -    -    2,737,047    -    2,737,047 
Finder fee shares   380,158    155,865    -    -    -    -    155,865 
Flow-through share premium   -    -    -    -    -    -    - 
Share-based compensation   -    -    7,914,614    -    -    -    7,914,614 
Net loss for the period   -    -    -    -    -    (17,561,985)   (17,561,985)
Balance, March 31, 2024   473,413,381    94,821,679    27,004,294    -    2,737,047    (57,705,954)   66,857,066 
                                    
Balance, June 30, 2024   493,352,709    101,518,149    30,801,355    -    2,741,192    (60,858,377)   74,202,319 
Private placement   20,000,000    7,167,092    832,908    -    -    -    8,000,000 
Share issuance costs   -    (592,329)   (108,196)   -    -    -    (700,525)
Brokers’ warrants   -    (105,543)   105,543    -    -    -    - 
Conversion of RSUs   4,195,702    1,474,299    (1,474,299)   -    -    -    - 
Reorganization   -    -    -    -    -    (7,756,725)   (7,756,725)
Shares for convertible debt interest   1,206,354    337,500    -    -    -    -    337,500 
Flow-through share premium   -    (1,730,034)   -    -    -    -    (1,730,034)
Share-based compensation   -    -    10,497,139    -    -    -    10,497,139 
Gain on sale of mineral property   -    -    (400,000)   -    -    -    (400,000)
Net loss for the period   -    -    -    -    -    (15,723,346)   (15,723,346)
Balance, March 31, 2025   518,754,765    108,069,134    40,254,450    -    2,741,192    (84,338,448)   66,726,328 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 3

 

F3 Uranium Corp.
Condensed interim consolidated statements of cash flows
(Expressed in Canadian dollars - Unaudited)

 

   Nine Months Ended 
   March 31, 2025   March 31, 2024 
   $   $ 
OPERATING ACTIVITIES          
Net loss   (15,723,346)   (17,561,985)
Non-cash items:          
Accretion interest   1,519,716    870,023 
Deferred income tax expense   -    5,891,668 
Depreciation and amortization   20,304    20,015 
Interest on lease   8,803    12,447 
Realized gain on marketable securities   -    (23,987)
Share based compensation   10,497,139    7,930,619 
Flow-through share tax recovery   (2,467,015)   (2,415,671)
Recovery on mineral rights   -    (75,460)
Unrealized loss on marketable securities   685,730    844,597 
Reorganization   711,660    - 
Write-off of deposits   -    134,319 
Changes in non-cash working capital items:          
Amounts receivable   687,363    16,105 
Prepaid expenses and deposits   51,587    (737,790)
Accounts payable and accrued liabilities   (3,363,080)   (61,055)
Net cash used in operating activities   (7,371,139)   (5,156,155)
INVESTING ACTIVITIES          
Exploration and evaluation assets additions, net of recoveries   (16,361,034)   (23,885,470)
Property option recovery        250,000 
Purchase of short-term investments   (937,500)   (215,553)
Proceeds from sale of plane investment   205,425    - 
Cash payment in lieu of required expenditures   -    2,000,000 
Proceed from sale of shares   -    341,452 
Net cash provided by investing activities   (17,093,109)   (21,509,571)
FINANCING ACTIVITIES          
Private placement proceeds   8,000,000    20,000,000 
Finders’ fees and share issuance costs   (700,521)   (1,164,830)
Warrants exercised   -    9,207,616 
Options exercised   -    1,299,206 
Convertible debt gross proceeds   -    15,000,000 
Transaction costs   -    (593,500)
Interest paid   -    (609,000)
Lease payments   (30,539)   29,473)
Net cash provided by financing activities   7,268,940    43,110,019 
Net cash change during period   (17,195,308)   16,444,293 
Cash and cash equivalents, beginning of the year   33,616,475    17,723,499 
Cash and cash equivalents, end of the period   16,421,167    34,167,792 

 

Supplemental disclosure with respect to cash flows (Note 15)

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 4

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

1.Nature of operations

 

F3 Uranium Corp. (the “Company”) was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”). The Company’s principal business activity is the acquisition and exploration of mineral properties. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 750 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and is listed on the TSX Venture Exchange under the symbol FUU, and on the Frankfurt Stock Exchange under the symbol 2F3.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (also referred to as “F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), will remain with F3. On August 15, 2024 the Company completed a Plan of Arrangement (“Arrangement”) under the provision of the Canada Business Corporations pursuant to which the Properties of F3 were spun-out to F4 (Note 6).

 

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

 

These condensed interim consolidated financial statements (herein “consolidated financial statements”) have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at March 31, 2025 the Company had cash and cash equivalents of $16,421,167 (June 30, 2024 - $33,616,475) and a working capital balance of $16,904,476 (June 30, 2024 - $39,553,790). The Company believes it has sufficient resources to continue operations for the next twelve months.

 

2.Basis of presentation

 

(a)Statement of compliance

 

These consolidated financial statements are unaudited and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting (“IAS 34”) and do not contain all the information required for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the year ended June 30, 2024 prepared in accordance with IFRS. These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on May 29, 2025.

 

(b)Basis of preparation

 

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Page 5

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

2.Basis of presentation (continued)

 

(c)Basis of consolidation

 

The consolidated financial statements of the Company include Fission Energy Peru S.A.C., which is 100% owned, has been inactive since 2020 and has no assets or liabilities. The Company consolidates the subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All intercompany balances and transactions are eliminated on consolidation.

 

3.Material accounting policy information

 

(a)Financial instruments

 

Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Page 6

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(a)Financial instruments (continued)

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company’s cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments.

 

(c)Foreign currency translation

 

These consolidated financial statements are presented in Canadian dollars. The financial statements for the Company’s subsidiary are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

 

The functional currency of the Company, and the Company’s subsidiary is the Canadian dollar.

 

Transactions and balances

 

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss. Non-monetary assets and liabilities are translated at their historical costs.

 

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

Page 7

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(c)Foreign currency translation (continued)

 

Foreign operations

 

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized in other comprehensive income/(loss). On disposal of a foreign operation, the component of other comprehensive income/(loss) relating to that particular foreign operation is recognized in profit or loss.

 

(d)Convertible debt

 

Under the Company’s convertible debentures policy, the host debt liability, equity conversion feature and other (when applicable) components of convertible debentures are presented separately on the statement of financial position, at initial recognition. The Company determines the carrying amount of the financial liability by discounting the stream of future payments at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows.

 

The liability component is then increased by accretion of the discounted amounts to reach the face value of the convertible debentures at maturity which is recorded in the statement of loss and comprehensive loss as accretion expense.

 

The carrying amount of other components (when applicable), such as warrants, is determined using the Black-Scholes Model. The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability and the carrying amounts of any other components (when applicable) from the amount of the convertible debentures, and is presented in equity as an equity component of convertible debentures.

 

The transaction costs are allocated between the liability and equity components, on a pro-rata basis according to their carrying amounts.

 

(e)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

Page 8

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(e)Exploration and evaluation assets (continued)

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

 

(f)Agents warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholders’ equity.

 

(g)Flow-through shares

 

The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow through share into i) a flow through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon qualifying expenditures being incurred, the Company derecognizes the liability and recognizes the premium as other income. Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be· subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-Back Rule, in accordance with the Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

 

(h)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

Page 9

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(h)Share capital (continued)

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis, based on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(i)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants consist of stock options and restricted share units (“RSUs”).

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

 

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

 

(j)Research and development costs

 

Research Costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate all the following (i) The technical feasibility of completing the intangible asset so that the asset will be available for use or sale (ii) Its intention to complete and its ability and intention to use or sell the asset (iii) How the asset will generate future economic benefits (iv) The availability of resources to complete the asset (v) The ability to measure reliably the expenditure during development. During the period ended March 31, 2025, the Company did not meet these criteria, therefore all research and development expenditures were expensed as incurred in the following criteria therefore all research and development recognized as expenses.

Page 10

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(k)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

(l)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is similarly calculated except it is assumed that outstanding stock options and warrants, with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. Diluted loss per share does not adjust the loss attributable to common shareholders when the effect is anti-dilutive.

 

(m)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

Page 11

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(n)Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

 

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. Refer to Note 8.

 

(o)Asset Retirement Obligations

 

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its in situ recovery (ISR) projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability based on completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to the consolidated statement of loss and comprehensive loss in the period. The Company reviews and evaluates to asset retirement obligations annually or more frequently if deemed necessary.

 

4.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Page 12

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

4.Key estimates and judgements (continued)

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp., along with its subsidiaries, F4 Uranium Corp., and Fission Energy Peru S.A.C., is the Canadian Dollar. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes Option Pricing Model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

5.New accounting pronouncements

 

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

 

These amendments:

 

specify the rights and condition existing at the end of the reporting period are relevant in terming whether the Company has a right to defer settlement of a liability by at least twelve months;

 

provide that management’s expectations are not a relevant consideration as to whether the Company exercise its right to defer settlement of a liability; and

 

clarify when a liability is considered settled.

Page 13

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

5.New accounting pronouncements (continued)

 

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one year to annual reporting periods beginning on or after January 1, 2024, and is to be applied retrospectively.

 

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS18 before that date.

 

The Company has not yet determined the impact of these amendments on its consolidated financial statements.

 

6.Reorganization

 

The Company obtained a final order from the Supreme Court of British Columbia dated August 13, 2024, approving the Arrangement. The Arrangement was previously approved by shareholders of the Company at a special meeting on August 8, 2024. Under the terms of the Arrangement, holders of the Company’s common shares as of the close of business on August 14, 2024 (the day prior to the effective date of August 15, 2024), were entitled to receive: (i) one new common share of the Company and (ii) one-tenth of an F4 share for each common share held. All outstanding options, warrants, and restricted share units of the Company were adjusted according to the plan of arrangement, as detailed in F3’s management information circular dated June 28, 2024. Additionally, F4 is no longer a subsidiary of the Company.

 

The Company removed the carrying value of the assets transferred, and the recorded the difference between the fair value and the carrying value of the assets transferred as follows:

 

   $ 
Exploration and evaluation assets inclusive of deficiency deposits   8,131,667 
Reorganization   25,058 
Warrants   (400,000)
Deficit   (7,756,725)
    - 

 

Holders of the Company’s stock options exchanged each previously held option for a new option to acquire a common share of the Company and a new option to acquire a common share of F4. The exercise price of the options in the Company were reduced by to reflect the comparative fair values of the Company and F4 on completion of the Arrangement.

 

Holders of the Company’s warrants, upon exercise of the warrants at the original exercise price, will receive one Company common share and 0.1 of a F4 common share. The Company, acting as agent for F4, shall collect and pay to F4 Uranium Corp an amount equal to 10% of the gross proceeds to reflect the comparative fair values of F3 and F4 on completion of the Arrangement.

Page 14

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

6.Reorganization (continued)

 

As a result, the Company’s warrant value was reduced by $400,000 based on relative proportion of the comparative fair values of the Company and F4 on completion of the Arrangement.

 

7.Amounts receivable

 

   As at March 31, 2025   As at June 30, 2024 
   $   $ 
Sales tax receivable   259,401    921,695 
Other receivables   1,422    41,231 
    260,832    962,926 

 

8.Assets held for distribution

 

Pursuant to the planned Spin-Out, the Company transferred the Properties to F4 in exchange for 49,366,951 shares of F4 being distributed to F3 shareholders. The distribution was approved by the Company shareholders at a special meeting of the Company shareholders held on August 8, 2024. The Properties were reclassified to assets held for distribution at June 30, 2024 at a value of $7,948,249.

 

9.Right-of-use asset and lease liability

 

On September 17, 2021, the Company entered a five-year office lease with an arm’s length landlord commencing November 1, 2021. For the first 36 months, the Company will pay $3,275 per month and for the remainder of the term the monthly payments will be $3,488. The Company has recognized a right-of-use (“ROU”) asset in respect to this lease, which is included in right-of-use asset on the statement of financial position.

 

Below is a summary of the activities related to right-of-use office lease asset for the indicated periods:

 

   $ 
As at June 30, 2023 and June 30, 2024   133,434 
Additions   - 
As at March 31, 2025   133,434 
      
Accumulated depreciation     
Balance at June 30, 2023   44,478 
Depreciation   25,789 
As at June 30, 2024   70,267 
Depreciation   20,304 
As at March 31, 2025   90,570 
      
Net Book Value     
As at June 30, 2024   63,167 
As at March 31, 2025   42,864 

Page 15

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

9.Right-of-use asset and lease liability (continued)

 

The Company has also recognized a lease liability for this lease, which was initially measured at the present value of the future lease payments, discounted using the Company’s incremental borrowing rate of 18%.

 

Below is a summary of the activities related to lease liabilities for the following periods:

 

   $ 
Balance, June 30, 2023   102,852 
Interest   15,476 
Lease payments   (38,696)
Balance, June 30, 2024   79,632 
Interest   6,173 
Lease payments   (20,075)
Balance, March 31, 2025   65,730 
      
Current portion of lease liability   15,997 
Non-current lease liability   49,733 
Balance, March 31, 2025   65,730 

 

From July 1, 2024 to June 30, 2025, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes. From July 1, 2025 to the October 31, 2026 end of the lease, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes.

 

10.Marketable securities and investments

 

The Company’s marketable securities consist of investments in public company shares. A breakdown of the shares held was as follows:

 

Traction Uranium Corp.

 

   Number of Shares   Fair Value 
       $ 
Balance, June 30, 2023   3,628,171    1,269,860 
Sale of shares   (907,043)   (317,465)
Loss on change in fair value   -    (761,916)
Balance, June 30, 2024   2,721,128    190,479 
Loss on change in fair value   -    (84,355)
Balance, March 31, 2025   272,113 *   106,124 

 

*Traction Uranium Corp. consolidated its outstanding shares on a ten-to-one basis as of September 26, 2024 record date.

Page 16

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

10.Marketable securities and investments (continued)

 

SKRR Exploration Inc.

 

   Number of Shares   Fair Value 
       $ 
As at June 30, 2023   1,000,000    175,000 
Acquisition (Note 10)   605,000    78,650 
Loss on change in fair value   -    (93,150)
Balance, June 30, 2024   1,605,000    160,500 
Sale of Securities   (100,000)   (17,500)
Loss on change in fair value   (1,203,750)   (52,625)
Balance, March 31, 2025   301,250 *   90,375 

 

*SKRR Exploration Inc. consolidated its outstanding shares on a four-to-one basis as of November 25, 2024 record date.

 

During the year ended June 30, 2024, the Company received 605,000 shares of SKRR Exploration Inc. with a fair value of $78,650 as consideration for the sale of Clearwater West mineral property rights (Note 10).

 

During the year ended June 30, 2024, the Company sold 907,043 shares for net proceeds of $341,452, resulting in realized gain on sale of $23,987.

 

During the period ended December 31, 2024, the Company purchased 6,250,000 shares of F4 Uranium Corp. at $0.15 per share for a total purchase price of $937,500.

 

During the period ended March 31, 2025, the company sold 100,000 shares for net proceeds of $14,740, resulting in realized gain on sale of $2,760.

 

Other investment

 

On May 29, 2023, the Company purchased a 3.125% undivided interest in a Cessna Citation CJ2+ from AirSprint Inc. for a total consideration of $217,672 ($160,000 USD); and a further $215,553 ($160,000 USD) was paid during the year ended June 30, 2024 for an additional 3.125% undivided interest. The undivided interest can be sold to a third party purchase at any time.

 

On August 19, 2024, the Company sold its 3.125% interest in the Cessna Citation CJ2+ for net proceeds of $196,678 CAD ($144,637 USD), plus $71,059 CAD in refunded overhead fees.

 

The consideration paid to purchase the interest was recorded as an investment.

 

11.Exploration and evaluation assets

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims.

 

The Company holds the Patterson Lake Area Property, located in Saskatchewan, Canada. The Company holds a 100% interest in 42 claims (June 30, 2024 – 51 claims) at the Patterson Lake Area Property.

Page 17

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

On August 15, 2024, the Company transferred the following agreements, claims, and concessions to F4 as part of the Arrangement:

 

(a)Clearwater West Property, Saskatchewan, Canada

 

The Company holds a 100% interest in 3 claims at the Clearwater West property.

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 ($50,000 received).

 

ii.The issuance of 1,000,000 common shares of SKRR (received with a fair value of $225,000) (Note 10).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (received with a fair value of $78,650) (Note 9). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024 (received cash June 4, 2024).

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

Page 18

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

During the year ended June 30, 2024, the total consideration received comprised $78,650 in SKRR shares, $39,500 in cash which were both offset against the capitalized exploration and evaluation expenditures, to reduce the $4,728 balance to $nil and the remainder of $113,422 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

(b)Wales Lake Property, Saskatchewan, Canada

 

The Company held a 100% interest in 31 claims at the Wales Lake Property.

 

(c)Key Lake Area, Saskatchewan, Canada

 

The Company held a 100% interest in 5 properties that comprise the Key Lake Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Bird Lake Property, 1 claim

 

(ii)Hobo Lake Property, nil claims

 

(iii)Lazy Edward Bay Property, 11 claims

 

(iv)Seahorse Lake Property, 3 claims

 

(v)Grey Island, 22 claims

 

(vi)Henderson Lake, 1 claim

 

(d)Hobo Lake

 

On January 16, 2024, F4 and CanAlaska Uranium Ltd. (“CanAlaska”) entered into a swap agreement, where the Company transferred all rights and interests in the Hobo Lake Property to CanAlaska, and CanAlaska transferred all rights and interests in the Patterson West Property to the Company (included in Patterson Lake North Property). The agreement was executed with no monetary consideration; instead, the exchange was based on equivalent values of the properties involved.

 

In exchange for the Hobo Lake Property, the Company received CanAlaska’s rights and title to their Patterson West claims, as well as a 2.5% net smelter royalty on the Hobo Lake Property of which 1% may be repurchased for $3,000,000. In exchange for the Patterson West Property, CanAlaska received the Company’s rights and title to their Hobo Lake Property claims, as well as a 2.5% net smelter royalty on the Patterson West property of which 1% may be repurchased for $3,000,000.

 

(e)Beaver River Property, Hearty Bay Property and Midas

 

The Company held a 100% interest in 2 properties that comprise the Beaverlodge/ Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Beaver River Property, 9 claims

 

(ii)Hearty Bay Property, 7 claims

 

(iii)Midas, nil claim

 

Based on the lack of planned expenditures on a certain claims, an impairment indicator was identified for the Midas property which includes its Thomson Lake and remaining North Shore claims.. During the year ended June 30, 2024, additional capitalized costs of $110,190 representing the carrying value of Hobo Lake was transferred to Patterson West as an acquisition cost.

Page 19

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada

 

The Company held a 100% interest in 29 claims in other uranium properties in and around the Northeast Athabasca Basin area.

 

Murphy Lake Option Agreement

 

On May 29, 2024, the Company entered into a definitive agreement with Canadian GoldCamps Corp. (“GoldCamps”), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company’s Murphy Lake Property.

 

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended June 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company on July 26, 2024 (unpaid). In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:

 

i.$150,000 on or before the date that is six (6) months after the July 26, 2024;

 

ii.$150,000 on or before the date that is twelve (12) months after the Initial July 26, 2024;

 

iii.$150,000 on or before the date that is eighteen (18) months after the July 26, 2024; and

 

iv.$150,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

 

i.total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the July 26, 2024; and

 

ii.additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

All expenditures required to be made by GoldCamps may either make the required expenditures or pay the Company in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to this option agreement.

 

In order to maintain the option agreement in good standing, GoldCamps shall, on or before the date that is ten (10) business days after the date that Canadian GoldCamps has completed one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date. All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four- month resale restriction imposed by applicable securities legislation. Failure to issue the common shares to F4 in accordance with the schedule will result in the termination of the Initial Option.

 

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

Page 20

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

Murphy Lake Option Agreement (continued)

 

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

 

i.pay $250,000 on or before the date that is thirty (30) months after the July 26, 2024;

 

ii.pay $250,000 on or before the date that is thirty-six (36) months after July 26, 2024; and

 

iii.incur additional expenditures of $8,000,000 on or before the date that is thirty-six (36) months after the July 26, 2024.

 

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter royalty (“NSR Royalty”), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (“Traction”) whereby Traction has the opportunity to acquire up to a 70% interest in two properties controlled by the Company: the Hearty Bay Project and the Lazy Edward Bay Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Hearty Bay Option Agreement (the “Hearty Bay Agreement”), the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period ($150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. During the year ended June 30, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at June 30, 2024, the Company incurred $1,660,974 in eligible expenditures and has a commitment to spend the remaining $339,026. For the year ended June 30, 2024, the amount is included in accounts payable.

Page 21

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

On July 15, 2024, the Company returned the remaining $339,026 commitment to Traction due to unfavorable weather conditions that impeded the completion of exploration work.

 

During the year ended June 30, 2024, $479,881 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss relating to the Hearty Bay Property.

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter return royalty (“NSR”) on the property.

 

During the year ended June 30, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $Nil.

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i)Pay cash payments to the Company of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

 

ii)Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. The Company will retain a 2.0% NSR on the property.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

Page 22

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

As at March 31, 2025    
   Patterson Lake
Noth Area
 
   $ 
Acquisition costs     
Balance, beginning of year   52,543 
Additions   - 
Balance, June 30, 2024   52,543 
      
Exploration costs     
Balance, June 30, 2024   53,421,602 
      
Incurred during the year:     
Drilling   13,173,824 
Camp and other costs   1,914,546 
Geological costs   741,554 
Geophysics costs   - 
Land retention and permitting   3,552 
Reporting and survey   5,116 
Additions   15,838,591 
Recovery   - 
Balance, March 31, 2025   69,312,736 

Page 23

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

As at June 30, 2024                        
   Clearwater   Patterson       Beaverlodge /   North East     
   West   Lake North   Key Lake   Uranium City   Athabasca     
   Property   Property   Area   Area   Basin Area   Total 
   $   $   $   $   $   $ 
Acquisition costs                              
Balance, beginning of year   -    52,543    53,961    38,017    15,574    160,095 
Additions   -    -    -    -    -    - 
Balance, end of year   -    52,543    53,961    38,017    15,574    160,095 
Exploration costs                              
Balance, beginning of year   -    22,636,476    1,387,203    594,111    4,984,220    29,602,010 
                               
Incurred during the year                              
Drilling   3,528    26,919,870    4,912    604,537    6,054    27,538,901 
Camp costs and exploration costs   -    2,550,437    -    65,000    236    2,615,673 
Geological costs   -    4,728    -    126,759    163    131,650 
Geophysics costs   510    2,416,904    1,105    179,155    18,703    2,616,377 
Land retention and permitting   690    10,345    32,484    1,434    9,495    54,448 
Reporting and survey   -    64,858    31,206    10,667    32,330    139,061 
Additions   4,728    31,967,142    69,707    987,552    66,981    33,096,110 
Property swap   -    110,190    (110,190)   -    -    - 
Recovery of costs   (4,728)   -    -    (1,331,093)   (100,000)   (1,435,821)
Balance, end of year   -    54,713,808    1,346,720    250,570    4,951,201    61,262,299 
Reclassified to assets held for distribution   -    (1,292,206)   (1,400,681)   (288,587)   (4,966,775)   (7,948,249)
Total   -    53,474,145    -    -    -    53,474,145 

Page 24

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

12.Convertible debt

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture financing (the “Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865 (Note 11).

 

The following table summarizes the accounting for the convertible note during the period ended March 31, 2025:

 

   Liability Component   Equity Component 
   $   $ 
Balance – June 30, 2023   -    - 
Initial recognition   10,495,578    3,755,057 
Deferred income tax effect   -    (1,013,865)
Accretion   1,361,197    - 
Interest   (946,500)   - 
Balance – June 30, 2024   10,910,275    2,741,192 
Accretion   1,519,716    - 
Interest   (1,012,500)   - 
Balance, March 31, 2025   11,417,491    2,741,192 

 

The Company settled $337,500 of Denison interest for the 9-month period ending March 31, 2025, through the issuance of 1,206,354 shares of the Company.

 

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a 18% discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component, less deferred income tax adjustments.

Page 25

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

13.Flow-though share premium liability

 

A summary of the changes in the Company’s flow-though share premium liability is as follows:

 

Flow-Through Share Premium Liability  March 31, 2025   June 30, 2024 
   $   $ 
Opening balance   736,981    2,415,671 
Flow-through share premium on issuance of flow-through common share units   1,730,034    1,474,214 
Settlement of flow-through share premium liability on expenditures incurred   (2,467,015)   (3,152,904)
    -    736,981 

 

14.Share Capital and other capital reserves

 

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

 

(a)Share issuances

 

For the period ended March 31, 2025

 

On October 31, 2024, the Company closed a private placement for gross proceeds of $8,000,000, comprising 7,500,000 flow-through Units of the Company at a price of $0.375 per unit, and 12,500,000 Saskatchewan flow-through units at a price $0.415 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 at any time on or before October 31, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $640,899 in connection with this private placement. In addition, the Company issued 1,079,650 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.32 per share at any time on or before October 31, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $7,167,092 was recorded in share capital in relation to the common shares and $832,908 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 85.585%; risk-free interest rate of 3.07%; expected life of 2 years; and a dividend rate of 0%. A total of $108,192 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,730,034 was attributed to the flow-through premium liability (Note 12).

Page 26

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

14.Share Capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

For the period ended March 31, 2025 (continued)

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $105,543 was recorded as share issuance costs using the following assumptions: a volatility of 85.585%; risk-free interest rate of 3.07%; expected life of 2 years; and a dividend rate of 0%.

 

For the year ended June 30, 2024

 

On May 30, 2024, the Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $733,415 in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $7,167,092was recorded in share capital in relation to the common shares and $1,725,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%. A total of $132,340 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,474,214 was attributed to the flow-through premium liability (Note 12).

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $152,000 was recorded as share issuance costs using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%.

 

November 27, 2023

 

On November 27, 2023, the Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement with Denison Mines Corp. (Note 11).

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

Page 27

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

14.Share Capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

September 12, 2023 (continued)

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,164,830 in finders fees and share issuance costs in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025. The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.285%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $15,793,000 was recorded in share capital in relation to the common shares and $4,207,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. A total of $245,022 was reclassified from unit issuance costs to reserves for the proportionate share of warrants in the units issued.

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $Nil was attributed to the flow-through premium liability (Note 12).

 

Exercise of warrants and options

 

During the six months ended March 31, 2024

 

There were no options or warrants exercised in this period.

 

During the year ended June 30, 2024

 

During the year ended June 30, 2024, the Company issued 41,493,674 common shares for the exercise of warrants at prices ranging from $0.13 to $0.26 per share for gross proceeds of $9,181,616. The $26,000 in subscriptions receivable at June 30, 2023 was received during the current year in connection to the exercised warrants. The fair value of warrants exercised, $3,329,459 was reclassified to share capital from reserves.

 

During the year ended June 30, 2024, the Company issued 8,849,496 common shares for the exercise of options at prices ranging from $0.12 to $0.33 per share for gross proceeds of $1,399,737. The fair value of options exercised, $1,211,818 was reclassified to share capital from reserves.

Page 28

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(b)Stock options and warrants

 

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company’s closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

 

Stock option and warrant transactions are summarized as follows:

 

   Stock options   Warrants 
   Number
outstanding
   Weighted
average
exercise price
   Number
outstanding
   Weighted
average
exercise price
 
       $       $ 
Balance, June 30, 2023   29,895,856    0.26 (1)   58,182,085    0.36 
Granted   22,765,000    0.43 (1)   32,744,406 (2)   0.51 
Expired, cancelled or forfeited   (1,038,067)   0.13 (1)   (1,380,078)   0.25 
Exercised   (8,849,496)   0.17 (1)   (41,493,674) (2)   0.22 
Net settlement   (324,652)   0.16 (1)   -    - 
Re-administered   405,900    0.12 (1)   45,009 (2)   0.21 
Balance, June 30, 2024   42,854,541    0.33 (1)   48,097,748 (2)   0.49 
Granted   -    -    11,079,650    0.39 
Expired, cancelled or forfeited   (1,799,833)   0.124    (1,071,427)   0.42 
Balance, March 31, 2025   41,054,708    0.22    58,105,971 (2)   0.47 

 

(1)These prices reflect the exercise prices prior to the closing the Arrangement.

 

(2)Pursuant to the reorganization on August 15, 2024 (note 6), the terms of the warrants at that date were modified such that warrant holders will receive a common share of the Company and 0.1 of an F4 common share on exercise of the warrant. The Company, acting as agent for F4, shall collect and pay to F4 an amount equal to 10% of the gross proceeds to reflect the comparative fair values of the Company and F4 on completion of the Arrangement. It was determined that there were no material adjustments necessary on modification of the warrant terms.

Page 29

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

As at March 31, 2025, stock options and warrants were outstanding as follows:

             
Stock Options            
Number   Exercise   Number of    
outstanding   price   vested options   Expiry date
      $         
 3,833,333    0.078    3,833,333   September 2, 2026
 3,816,667    0.104    3,816,667   October 12, 2026
 600,000    0.124    600,000   October 18, 2026
 3,473,333    0.130    3,473,333   March 8, 2027
 7,694,541    0.215    6,972,126   April 6, 2028
 12,131,668    0.268    9,143,332   December 15, 2028
 9,505,166    0.294    7,161,501   January 12, 2029
 41,054,708         35,000,292    

 

The weighted average remaining life of the stock options is 3.0 years.

 

Warrants            
Number   Exercise   Number of    
outstanding   price   vested warrants   Expiry date
      $         
 1,515,957    0.35    1,515,957   May 26, 2025
 20,618,556    0.485    20,618,556   September 12, 2025
 2,239,690    0.485    2,239,690   September 12, 2025
 12,765,958    0.47    12,765,958   May 26, 2026
 8,928,571    0.56    8,928,571   May 30, 2026
 957,589    0.56    957,589   May 30, 2026
 10,000,000    0.40    10,000,000   October 31, 2026
 1,079,650    0.32    1,079,650   October 31, 2026
 58,105,971         58,105,971    

 

The weighted average remaining life of the warrants is 0.94 years.

 

(c)Share-based compensation

 

All options are recorded at fair value using the Black-Scholes option pricing model. During the year ended June 30, 2024, the Company granted 22,765,000 stock options. Pursuant to the vesting schedule of options granted, during the year ended June 30, 2024 share-based compensation of $6,293,275 was recognized in the consolidated statement of loss and comprehensive loss and a further $426,051 was recognized to August 15, 2024. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

   June 30, 2024
Risk-free rate  3.57%
Expected life  5
Expected volatility  102.10%
FV granted price  $0.34

Page 30

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(c)Share-based compensation (continued)

 

On August 15, 2024, pursuant to the Arrangement, all the Company’s options were replaced with options with a lower exercise price which was considered a new option grant. Pursuant to the vesting schedule of options granted that were previously fully vested, during the period ended December 31, 2024, share-based compensation of $716,099 was recognized in the consolidated statement of loss and comprehensive loss with a further $1,208,945 recognized for options subject to vesting provisions. For the 3-month period ended March 31, 2025, the company recognized $1,302,968 in options subject to vesting.

 

The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

   December 31, 2024
Risk-free rate  2.78%
Expected life  1.04 years
Expected volatility  130.18%
FV granted price  $0.25

 

(d)Restricted stock units

 

The Company has adopted a restricted share unit plan (the “RSU Plan”), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 41,103,400 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

 

On December 12, 2022, the Company granted 30,127,618 RSUs to directors, officers, consultants and employees of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on January 1, 2023, January 1, 2024 and January 1, 2025. The fair value of these RSUs was determined to be $7,983,819 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 12, 2022, the Company granted 65,000 RSUs to a consultant of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in two one-half tranches on January 1, 2023 and May 1 2023.

 

The fair value of these RSUs was determined to be $17,225 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On January 23, 2023, the Company granted 150,000 RSUs to an advisor of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 1, 2023, July 1, 2024 and July 1, 2025. The fair value of these RSUs was determined to be $48,750 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

Page 31

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

On July 24, 2023, the Company granted 1,000,000 RSUs to a key employee. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 27, 2024, January 27, 2025 and July 27, 2026.

 

The fair value of these RSUs was determined to be $365,000 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 15, 2023, the Company granted 12,590,000 RSUs to officers, directors, employees and consultants. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on December 15, 2024, December 15, 2025 and December 15, 2026. The fair value of these RSUs was determined to be $5,665,500 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

Pursuant to the vesting schedule of RSUs granted during the 9-month period ended March 31, 2025 share-based compensation of $4,809,357 (March 31, 2024 - $3,019,823) was recognized in the consolidated statement of loss and comprehensive loss.

 

The continuity of RSUs are summarized below:

 

   Number of RSUs 
Balance as at June 30, 2023   24,243,451 
RSUs granted   13,590,000 
Converted to shares   (2,250,692)
Cancelled   (2,380,382)
Balance as at June 30, 2024   33,202,377 
Exercised   (3,864,664)
Net Settled   (212,626)
Balance as at March 31, 2025   29,125,087 

 

As at March 31, 2025, there were 13,411,492 (June 30, 2024 – 9,448,171) RSUs vested and pending issuance. During the quarter ended March 31, 2025, a total of 4,358,328 (June 30, 2023 – 4,465,833) common shares were issued for the conversion of RSUs and $1,556,360 (June 30, 2023 - $1,183,446) was transferred from reserves to share capital.

 

15.Supplemental disclosure with respect to cash flows

 

   March 31, 2025   June 30, 2024 
   $   $ 
Cash and cash equivalents          
Cash   6,352,167    33,547,475 
Cash equivalents   10,069,000    69,000 
    16,421,167    33,616,475 

Page 32

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

16.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel.

 

   Nine months ended 
   March 31, 2025   March 31, 2024 
   $   $ 
Wages, consulting and directors’ fees paid or accrued to key management personnel and companies controlled   1,722,336    2,020,118 
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel   7,282,648    5,155,148 
    9,004,984    7,175,266 
           
Exploration and evaluation expenditure   787,862    905,039 
           
    9,792,846    8,080,305 

 

Included in accounts payable at March 31, 2025 is $14,713 (June 30, 2024 - $85,398) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $314,524 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

These transactions were in the normal course of operations.

 

17.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at March 31, 2025 and June 30, 2024, all of the Company’s assets were in Canada.

Page 33

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

18.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares, stock options, RSUs and warrants.

 

Changes in the equity accounts of the Company are disclosed in the consolidated statements of shareholders equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or debt or dispose of assets. The issuance of common shares or issuance of debt requires approval of the Board of Directors. The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions.

 

The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

19.Financial instruments and risk management

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, deposits, investments, accounts payable and accrued liabilities, and convertible debt. Cash and cash equivalents and deposits are measured at amortized cost, and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying value is considered to be a reasonable approximation of fair value due to the short-term nature. For the convertible debt, the fair value approximates the carrying value due to the market rate of interest used by the Company.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

Page 34

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

19.Financial instruments and risk management (continued)

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at March 31, 2025, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities, convertible debt and lease liability. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations.

 

The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

   Maturity Dates  March 31, 2025   June 30, 2024 
      $   $ 
Accounts payable and accrued liabilities  < 12 months   568,162    3,248,073 
Convertible debt  > 12 months   11,417,491    10,910,275 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As of March 31, 2025, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

Page 35

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the nine-month period ending March 31, 2025
(Expressed in Canadian dollars - Unaudited)

 

19.Financial instruments and risk management (continued)

 

Risk management (continued)

 

(e)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(f)Commodity price risk

 

The Company is still in the exploration stage, and therefore commodity prices are not reflected in operating financial results. However, fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration activities.

 

20.Commitments

 

During the period ended March 31, 2025, the Company entered into various consulting agreements with consultants and officers to provide various services. In the event of termination without cause or a change of control, the Company is committed to paying severance. This severance ranges from six months of consulting fees, with an additional one month of fees for each twelve months of service to three years of fees (the “Severance Period”).

 

In the event there is a change in control and these individuals are terminated within the Severance Period, the Company will be liable to cover $4,137,000 in termination fees.

 

21.Subsequent Events

 

The Company closed a fully-brokered private placement on May 7, 2025. A total of 29,200,000 flow-through shares of the Company were issued at a price of C$0.24 per share, for gross proceeds to the Company of C$7,008,000. No warrants were issued.

Page 36

 

 

Exhibit 99.61

 

(F3 URANIUM LOGO)

 

 

 

 

 

Management’s Discussion & Analysis

 

F3 Uranium Corp.

 

For the nine-month period ended

 

March 31, 2025

 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of March 31, 2025, should be read in conjunction with the condensed interim financial statements for the period ended March 31, 2025, and the audited consolidated financials for the year ended June 30, 2024, along with the accompanying notes of F3 Uranium Corp. (the “Company”).

 

Additional information related to the Company is available for viewing on SEDAR+ at www.sedarplus.ca. Further information including news releases and property maps are available on the Company’s website at www.f3uranium.com, or by requesting further information from the Company’s head office located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., President & COO of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host uranium deposits. The preference is to evaluate early-stage properties with the potential to host uranium deposits and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means.

 

The Company has approximately 42,961 ha of exploration properties with uranium potential in Saskatchewan in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FISOF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Corporate goals

 

Overall

 

The Company’s goals are to discover potentially economic uranium deposits through exploration and to develop them. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of some of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Paladin’s uranium deposit at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radiometric airborne surveys; the same technology used to identify the high-grade boulder field and subsequently the Triple R deposit at PLS.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Spin-out of F4 Uranium Corp.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 42,961 hectares, will remain with F3. It is expected that the Spin-Out will be affected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act.

 

Subsequently, On August 15, 2024, F3 completed the Spin-Out of F4 Uranium Corp.

 

Summary of significant accomplishments and corporate developments for the third quarter ended March 31, 2025.

 


Resource/in-fill drilling at the A1 shear-hosted JR Uranium Zone and exploration drilling along the B1 shear/conductor trends continued with the 2025 diamond drilling program at the PLN Property. In-fill drilling at the A1 shear hosted JR Zone continued to return significant intersections, PLN25-200 returned mineralization over 20.0m, including 2.25m of high grade (>10,000 cps) containing 0.68m of off-scale mineralization (>65,535 cps).. Approximately 65 line-km of moving loop time domain electromagnetic (MLTDEM) ground geophysical survey has been completed on the Minto and Broach properties. This survey conducted by Abitibi Geophysics was successful in identifying a number of conductivity anomalies on both properties. Final interpretation and modeling of the data is ongoing but the data is already being used for targeting on the Broach Property.

 

At Broach Lake a new prospective area “PW” is emerging, where exploration drillhole PLN25-202 encountered six distinct zones of anomalous radioactivity, with readings ranging between 300 cps and 720 cps over a 90m downhole interval. This area was targeted using the ground EM survey. Multiple targets remain untested in the area. Final geochemical data is pending, and geological interpretation is ongoing. Follow up drilling will continue through the W2025 and S2025 programs.

Page | 2

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at March 31, 2025 is shown below:

 

Property  Location  Ownership  Claims   Hectares   Stage   Carrying value 
Patterson Lake Area                          
Patterson Lake North  Athabasca Basin Region, SK  100%   2    4,074    3    69,196,610 
Broach  Athabasca Basin Region, SK  100%   17    19,023    3    112,728 
Minto  Athabasca Basin Region, SK  100%   23    19,864    3    1,913 
Total: Patterson Lake Area         42    42,961         69,311,251 
                           
Totals         42    42,961         69,311,251 

 

Exploration Stage:

 

1.Prospecting (none at March 31, 2025)

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling (none at March 31, 2025)

 

3.Drilling

 

The Company’s properties are located within the southwest Athabasca Basin Region, also referred to here as the Patterson Lake Area, an emerging mining district that includes Paladin’s Triple R uranium deposit and NexGen Energy Ltd.’s Arrow uranium deposit. This area is prospective for uranium mineralization in both basement and unconformity hosted models.

 

The Patterson Lake Area is a key focus for the company and includes 42,961 hectares in three properties.

 

Patterson Lake Area, Canada

 

The Patterson Lake Area has been the focus of two of the more significant, recently discovered deposits in the Athabasca Basin; Paladin’s Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The Patterson Lake Area portfolio consists of 42 claims and 42,961 ha on three properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Paladin’s Triple R deposit.

 

Recent developments on the Patterson Lake Area properties include:

 

Patterson Lake North (PLN) Property

 

The PLN property consists of 2 claims covering 4,074 ha and is located 17 km to the north of Paladin’s PLS property hosting the Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

 

A summary of exploration activity on the PLN property is as follows:

 

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

 

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m within 0.012% U3O8 over 6.0 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization. In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor.

Page | 3

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

 

A fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

 

This drilling program totalling 7,575 m expanded the known length of the JR Zone to 105 m.

 

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

 

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

Page | 4

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra-high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of

 

10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra-high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up-dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity. PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade 0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

 

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandstone immediately above the JR Zone, 3.5 km away. Hole PLN23-095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093. PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

 

By September 19, 2023, the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the southeast than the previously defined historical A1 and parallel and offset B1 conductors.

 

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023. The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101. PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

 

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23-101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

Page | 5

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

The fall 2023 drill program concluded on December 11, 2023, with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

 

The winter drill program ran between January – April 2024 with a total of 12,100.0 m in 30 completed diamond drillholes and 38 completed sonic drill pre-casings.

 

The JR Zone continued to deliver high-grade intercepts including PLN23-116 on line 075S, with 12.0 m of 7.6% U3O8 from 224.0 m to 236.0 m, including 8.0 m of 11.2% U3O8 and 2.0 m of 31.4% U3O8. Also hole PLN24-137 which returned 15.0 m of 3.2% U3O8, including a high grade 2.5 m interval averaging 18.6% U3O8, further including the ultra high-grade core with 1.5 m of 30.3% U3O8. Further south along the A1 conductor/shear hole PLN24-131 on line 795S intersected 0.5 m of 0.010% U3O8 between 252.5 m and 253.0 m. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the development of the Athabasca Basin. Highlights from the B1 shear zone included hole PLN24-122 collared on line 3450S that returned 0.5 m of 0.022% U3O8 from 596.5 m to 597.0 m.

 

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. The SQUID EM coverage was interpreted and integrated with previous resistivity. The resulting GTEM inversion was used to successfully extend the strike length of the B1 conductor which was validated with drill hole PLN24-168.

 

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, was completed in the early summer of 2024. A total of 11,408 stations were measured within the PLN claims. A final gravity inversion has been prepared and delivered by convolutions geoscience. The resulting inversion has been used to highlight priority targets along the A1 and B1 shear zones.

 

A summer drill program is ongoing along the A1 & B1 shear zones. As of November 24, 2024 a total of 21,753.3 m had been drilled in 47 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include a drill-confirmed extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. In addition, exploration drilling south of the Harrison Fault discovered the extension of the A1 shear 400 m beyond its previously interpreted southern extent, and 3.2 km south of the JR Zone. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-161 on line 035S which returned 10.5 m of 2.66% U3O8, including a high grade 2.0 m interval averaging 12.0% U3O8, further including an ultra-high-grade core of 0.5 m of 20.7% U3O8.

 

Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m. Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m.

Page | 6

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

At the completion of the 2024 drilling on December 15, 2024, a total of 22,952.3m was completed in 50 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include the drill confirmation of the “A1 shear zone extension” targeting the continuation of the A1 shear zone on the southeastern side of the Harrison Fault. Continued B1 exploration has increased the geologic understanding of the structure and intersected prospective geology. Geochemical analysis for both the B1 and A1 extension is still outstanding for 23 drill holes. Infill drilling at the A1 shear hosting JR Zone continues to return significant high-grade intersections, including PLN24-176 on line 035S which returned 7.5 m of 30.9% U3O8, including a high grade 5.5m interval averaging 42.2% U3O8, further including an ultra-high-grade core of 4.5 m of 50.1% U3O8.

 

F3 Uranium has contracted Abitibi Geophysics to conduct a ~65km ground EM survey. 14km will be conducted on the Minto property over the A4 grid and 41km will be conducted on the Broach Lake Property over the Patterson Lake West (PW) grid. The goal of the survey will be to generate exploration targets for 2025 drill testing. The A4 grid covers the A4 conductor located to the north of the A1 conductor which hosts JR. The PW grid is F3’s first exploration program in the area. VTEM and drilling conducted by a previous operator indicate a possible conductive response near the boundary of the Athabasca Basin. The survey was completed March 2025.

 

As of March 31st, a total of 1,597.0m was completed in 5 completed diamond drill holes and 8 completed sonic pre-casings. Highlights include PLN25-200 returned mineralization over 20.0m, including 2.25m of high grade (>10,000 cps) containing 0.68m of off-scale mineralization (>65,535 cps). Two Pre-cased holes remain in the ground at JR Zone ready for future drilling.

 

Broach Property

 

The Broach Property comprises 17 claims totaling 19,023 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

 

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Paladin’s Triple R deposit and NexGen’s Arrow deposit.

 

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

 

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

 

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected ’sandstone chimney’ alteration that was indicated by the ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first

 

two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

 

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers.

Page | 7

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Broach Property (continued)

 

The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate drill targets.

 

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 12,710 stations were measured within the Broach claims. Final data has been received and interpreted by Convolutions Geosciences and is currently being used to prioritize areas for follow up ground-EM.

 

One hole was drilled on the Broach Lake property targeting an interpreted extension of the B1 shear zone to the southeast. PLN24-182 was unsuccessful in intersecting the B1 shear zone. Final geochemical data is pending and geological interpretation is ongoing.

 

Between Jan 2025 and March 2025 42km of time-domain electromagnetic survey (TDEM) was completed over the Broach Lake Property. The intention of the survey was to model basement conductors seen in historic VTEM and publicly available EM surveys from surrounding properties. Interpretation showed that the survey was successful in modeling weak basement conductors now ready for drill testing.

 

In March 2025 drill testing began on the targets generated from the TDEM data on the Broach Lake Property. As of March 31st, 2025 three drill holes have been completed with two drill holes abandoned across two target areas. A total of 1740.0m has been drilled. PLN25-201 was collared on line 12510S targeting the interpreted BL-03 conductor. This hole was unsuccessful in explaining the modeled conductor. PLN25-202 was collared on line 11325S targeting the interpreted BL-03 conductor. PLN25-202 was successful in intersecting weakly elevated radioactivity with six distinct zones of anomalous radioactivity, with readings ranging between 300 cps and 720 cps over a 90m downhole interval. PLN25-203B was collared 175m behind PLN25-202 following a updated model of conductor BL-03 downdip of radioactivity intersected in PLN25-202. The hole was unsuccessful in intersecting significant radioactivity or explaining the modeled conductor. Follow-up drilling of PLN25-202 is underway. Final geochemical data is pending and geological interpretation is ongoing.

 

Minto Property

 

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

 

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong ‘late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

A single test line of ground magneto-tellurics (MT) was completed over the ‘N’ conductor in October 2013.

 

During winter-spring 2014 surveys in the A4 Extension area and the ‘N’ conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted to define drill targets.

 

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the ‘N’ conductor target. A total of 1,157 m was drilled.

Page | 8

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Minto Property (continued)

 

The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper basement derived conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate new drill targets.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 1,748 stations were measured within the Minto claims. Final data has been received and interpreted. The data was used to prioritize areas of the claims for follow up ground-EM.

 

Between Jan 2025 and March 2025 approximately 13 line-km of moving loop time domain electromagnetic (MLTDEM) ground geophysical survey was completed over the Minto Property. The survey was targeting a suspected conductive corridor parallel to the A1 conductor to the South. The survey and subsequent interpretation was successful in identifying conductive responses. Drill targeting for the area is still under review.

 

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply / demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011.

Page | 9

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed:

 

Country  In Operation  Under construction  Planned  Proposed
China  48  14  42  168
India  22  7  14  28
Russia  39  3  24  22
USA  94  2  3  18
Canada  19  -  -  2
Japan  33  2  1  8
Saudi-Arabia  -  -  -  16
South Korea  24  4  -  2
Ukraine  15  2  -  2
Others  148  19  20  59
Total  442  53  104  325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020)

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others. It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production. This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward.

 

U3O8 prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC – the world’s

 

largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations.

 

This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

Page | 10

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Uranium demand/supply fundamentals (continued)

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable

 

prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require frontloading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price. It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities – thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

 

Additionally, with its ongoing shutdown of McArthur River and prior suspension of Cigar Lake, Cameco will continue to have to buy significant pounds in the spot market. As of its most recent quarterly update, Cameco claims that it is the world’s largest purchaser in the spot market and has acquired over 50mm lbs from the spot market to date.

Page | 11

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Uranium demand/supply fundamentals

 

(LINE GRAPH)

 

(Source: EIA, Euratom - Future contract coverage rates)

 

Emerging Demand – Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

 

China – driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium. Additional long-term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

Page | 12

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

 

Figure 1. Share of nuclear power in China’s electricity generation mix

 

(LINE GRAPH)

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

However, we continue to see improvements. Japan is currently operating a total of nine reactors, of which two were first restarted in 2015 and seven more have restarted since. A further 18 reactors are currently in the restart approval process with 16 of them already clearing government requirements for restart. This is in addition to the two reactors under construction and nine new reactors being planned or proposed. With reactors coming back online and plans

 

to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

While the first wave of reactor restarts in Japan is not expected to immediately increase uranium demand as they would likely draw from existing inventory, it should increase confidence that Japan’s utility companies most likely will not sell their uranium fuel stockpiles into the market.

Page | 13

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its McClean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs). With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 14

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

Recently, conflict between the United States and Iran has resulted in accusations of Iran breaking the 2015 agreement that limited its nuclear program, taking the first step toward re-imposing United Nations sanctions. The European countries started the clock on what is anticipated to be 60 days of negotiations with Iran about coming back into full compliance with the nuclear deal. If they cannot resolve their dispute under the agreement, the United Nations could revive sanctions on Iran that had been suspended, including an arms embargo.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

Page | 15

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S. While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on

 

the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit

Page | 16

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Uranium outlook (continued)

 

Uranium market

 

(LINE GRAPH)

 

(Source: UxC LLC, www.uxc.com: November 2020)

 

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars.

 

   June 30,   June 30,   June 30, 
   2024   2023   2022 
   $   $   $ 
Net loss   (20,714,408)   (10,175,600)   (5,670,125)
Total assets   97,878,306    50,447,412    29,936,942 
Current liabilities   4,353,979    4,162,660    1,459,298 
Shareholders’ equity   74,202,319    44,245,128    28,274,791 
Basic and diluted loss per common share   (0.03)   (0.03)   (0.02)

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

Page | 17

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Summary of quarterly results (continued)

 

   March 31,   December 31,   September 30,   June 30, 
   2025   2024   2024   2024 
       $   $   $ 
Exploration and evaluation assets   69,312,736    64,127,231    58,607,236    53,474,145 
Working capital   16,904,476    23,721,838    24,058,684    39,553,790 
Net income (loss)   (5,441,771)   (4,430,131)   (5,851,443)   (3,152,423)
Net profit (loss) per share basic and diluted   (0.01)   (0.01)   (0.01)   (0.01)
                     
   March 31,   December 31,   September 30,   June 30, 
   2024   2023   2023   2023 
   $   $   $   $ 
Exploration and evaluation assets   54,370,172    43,963,819    37,796,929    29,762,105 
Working capital   32,102,384    43,650,451    28,842,003    16,277,693 
Net income (loss)   (17,515,539)   366,581    (413,026)   (2,736,278)
Net profit (loss) per share basic and diluted   (0.04)   0.00    (0.00)   (0.01)

 

Net loss in the current quarter was affected by the recognition of share-based compensation of $7,282,648 due to the options vesting, the issuance of replacement options pursuant to the Arrangement. The current quarter saw an increase in accretion expense, consulting and director fees, share-based compensation, marketing and wages to support increased exploration operations. Quarter to quarter variances are due to fluctuations corporate and exploration activity driven by cash timing of exploration programs and corporate initiatives. There will be continued volatility quarter to quarter in light of this.

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three and nine months ended March 31, 2025

 

The Company had a net loss of $5,441,771 and $15,723,346 for the three and nine-months ended March 31, 2025, compared to a net loss of $17,515,539 and net loss of $17,561,985 for the comparable prior periods. The change in net loss is primarily attributable to the following factors:

 

Higher share-based compensation in the current period due to increased option and warrant activity, as noted above;

 

A significant deferred income tax expense in the prior periods, which increased net loss; and

 

A flow-through share premium recognized in the prior periods, which also increased net loss.

Page | 18

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at March 31, 2025 the Company had cash and cash equivalents of $16,421,167 and a working capital balance of $16,904,476. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

Financing

 

On October 31, 2024, the Company closed a private placement for gross proceeds of $8,000,000, comprising 7,500,000 flow-through Units of the Company at a price of $0.375 per unit, and 12,500,000 Saskatchewan flow-through units at a price $0.415 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 at any time on or before October 31, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $640,899 in connection with this private placement. In addition, the Company issued 1,079,650 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.32 per share at any time on or before October 31, 2026.

 

Convertible Debenture

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture (“Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865.

 

The Company will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the Company’s 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of a change of control transaction, the Company may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.

Page | 19

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel.

 

   Nine months ended 
   March 31,
2025
   March 31,
2024
 
   $   $ 
Wages, consulting and directors’ fees paid or accrued to key management personnel and companies controlled   1,722,336    2,020,118 
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel   7,282,648    5,155,148 
    9,004,984    7,175,266 
           
Exploration and evaluation expenditure   787,862    905,039 
           
    9,792,846    8,080,305 

 

Included in accounts payable at March 31, 2025 is $14,713 (March 31, 2024 - $9,088) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $104,762 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

Outstanding share data

 

As at the date of this document, the Company has 519,317,265 common shares issued and outstanding, 40,736,041 incentive stock options outstanding with exercise prices ranging from $0.078 to $0.294 per share, 58,105,971 warrants outstanding with exercise prices ranging from $0.32 to $0.56 per share, and 27,819,046 restricted stock units outstanding.

 

Financial instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

Page | 20

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

Page | 21

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at March 31, 2025, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

   Maturity Dates  March 31, 2025   June 30, 2024 
      $   $ 
Accounts payable and accrued liabilities  < 12 months   568,162    3,248,073 
Convertible debt  > 12 months   11,417,491    10,910,275 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at March 31, 2025, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(c)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

Page | 22

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Financial instruments (continued)

 

(d)Commodity price risk

 

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes option pricing model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts and therefore do not necessarily provide certainty as to their recorded values.

Page | 23

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the nine-month period ended March 31, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 URANIUM LOGO)

 

Key estimates and judgments (continued)

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

Material accounting policy information

 

A summary of the Company’s material accounting policy information is included in Note 3 of the condensed interim consolidated financial statements for the period ended March 31, 2025.

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words

 

and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 24

 

 

Exhibit 99.62

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Devinder Randhawa, acting in the capacity of Chief Executive Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended March 31, 2025.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: May 30, 2025

 

/s/ Devinder Randhawa
Devinder Randhawa
Chief Executive Officer

 

 
NOTE TO READER
   
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
   
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
   
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
   
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 

 

 

 

Exhibit 99.63

 

Form 52-109FV2

Certification of Interim Filings

Venture Issuer Basic Certificate

 

I, Ryan Cheung, acting in the capacity of Chief Financial Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended March 31, 2025.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: May 30, 2025

 

/s/ Ryan Cheung
Ryan Cheung
Chief Financial Officer

 

 
NOTE TO READER
   
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
   
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
   
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
   
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.  Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
 

 

 

 

Exhibit 99.64

 

F3 - Hits Radioactivity in 32m Step Out - Extending Zone at Broach Lake

 

Mobilizes Sonic Drill to Tetra Zone

 

Kelowna, British Columbia--(Newsfile Corp. - June 24, 2025) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce strike growth of the radioactivity at the PW Area on the Broach Property — now named the Tetra Zone with PLN25-210 which intersected a total of 21.0m composite radioactivity in a 32m step-out along strike to the northwest from discovery hole PLN25-205 which intersected radioactivity over a total of 33.0m including 0.56m of high radioactivity (>10,000 cps) with a peak of 37,700 cps at 398.34m (see NR April 15, 2025). The Tetra Zone remains open in both directions and drilling is continuing.

 

Geophysical and structural modeling of the Tetra Zone is advancing, and F3 is now mobilizing an LS600 Sonic drill to the Zone; this will improve the pace of overburden casing and increase targeting accuracy — a technique deployed successfully at the JR Zone during delineation drilling.

 

2025 Handheld Spectrometer Highlights:

 

Broach Lake: Tetra Zone

PLN25-210 (line 11280S):

 

0.5m interval with radioactivity of 700 cps between 165.0 and 165.5m, and

 

0.5m interval with radioactivity of 450 cps between 308.0 and 308.5m, and

 

0.5m interval with radioactivity of 690 cps between 332.0 and 332.5m, and

 

2.0m interval with radioactivity of 340 cps between 349.0 and 351.0m, and

 

3.0m interval with radioactivity of 1,500 cps between 354.5 and 357.5m, and

 

0.5m interval with radioactivity of 920 cps between 364.0 and 364.5m, and

 

3.5m interval with radioactivity of 900 cps between 367.5 and 371.0m, and

 

3.5m interval with radioactivity of 1,200 cps between 380.0 and 383.5m, and

 

7.0m interval with radioactivity of 2,600 cps between 388.5 and 395.5m

 

Sam Hartmann, Vice President Exploration, commented:

 

“Bringing a Sonic drill back to site will allow us to more efficiently define, delineate and expand the highly radioactive core seen in PLN25-205. PLN25-210 represents a 32m step out grid west and validated our geological and structural models, which will be used for further along strike drilling. The sonic drill will help reduce drill trace deviation as seen in PLN25-207 and allow for intersection of the target areas exactly where intended. Assays from the discovery hole PLN25-205 are being rushed and the results will be released once complete and reviewed. Overall, we are very encouraged by the geology in these initial drill holes at Tetra, which is currently the best exploration target in the F3 portfolio.”

 

 

(MAP)

 

Map 1. Tetra Zone at Broach Lake Property -2025 Scintillometer Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/256570_f95f1717f4538a7c_002full.jpg

 

 

(MAP)

 

Image 1. Cross Section Line 11280S

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/256570_f95f1717f4538a7c_003full.jpg

 

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore (>300 cps / >0.5m
minimum)
Athabasca
Unconformity
Depth (m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
PLN25- 205 11310S 589327 6397941 583 46 -65 647.50 648.00 0.50 340 168.8 725
663.00 663.50 0.50 330
PLN25- 206 11325S 589315 6397929 584 48 -65 317.50 318.00 0.50 330 161.9 740
318.00 318.50 0.50 350
PLN25-207 11505S 589481 6397809 587 46 -66 280.00 280.50 0.50 480 154.4 674
              280.50 281.00 0.50 320    
621.00 621.50 0.50 1200
PLN25-208 11205S 589824 6398440 576 43 -70 162.50 163.00 0.50 320 165.7 623
PLN25-209 11280S hole abandoned; no radioactivity >300 cps 180.3 221
PLN25-209A 11280S 589343 6397999 583 47 -71 329.50 330.00 0.50 400 182.0 488
PLN25- 210 11280S 589341 6397997 583 47 -73 165.00 165.50 0.50 700 166.1 527
308.00 308.50 0.50 450
332.00 332.50 0.50 690
349.00
350.50
349.50
351.00
0.50
0.50
300
340
354.50
355.50
356.00
357.00
355.00
356.00
356.50
357.50
0.50
0.50
0.50
0.50
520
1100
570
1500
364.00 364.50 0.50 920
367.50
369.50
370.50
368.00
370.00
371.00
0.50
0.50
0.50
900
720
320
380.00
380.50
382.50
383.00
380.50
381.00
383.00
383.50
0.50
0.50
0.50
0.50
310
330
1200
390
388.50
389.00
389.50
390.00
390.50
391.50
392.00
392.50
393.00
393.50
394.00
395.00
389.00
389.50
390.00
390.50
391.00
392.00
392.50
393.00
393.50
394.00
394.50
395.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
1100
570
1400
600
410
810
2500
2100
2600
1300
760
460

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

The natural gamma radiation detected in the drill core, as detailed in this news release, was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 spectrometer which has been calibrated by Radiation Solutions Inc. The Company designates readings exceeding 300 cps on the handheld spectrometer (occasionally referred to as a scintillometer in industry parlance; this colloquial usage stems from historical naming conventions and the shared functionality of detecting gamma radiation a scintillometer)-as “anomalous”, readings above 10,000 cps as “highly radioactive”, and readings surpassing 65,535 cps as “off-scale”. However, readers are cautioned that spectrometer or scintillometer measurements often do not directly or consistently correlate with the uranium grades of the rock samples and should be regarded solely as a preliminary indicator of the presence of radioactive materials.

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin’s Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F4’s newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R and Nexgen’s Arrow.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations
Telephone: 778 484 8030
Email:ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/256570

 

 

 

Exhibit 99.65

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUFF

 

F3 ISSUES SHARES FOR INTEREST DEBT SETTLEMENT

 

Kelowna, British Columbia— (Newsfile Corp. – June 30, 2025) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) notes that pursuant an outstanding financing agreement with Denison Mines Corp. from October 2023, (“Denison”) (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the interest accrued to date in common shares (the “Debt Settlement”).

 

The payment to Denison will consist of $225,000 in cash and a total of 478,723 common shares of the corporation at a deemed price of $0.235 per share

 

Terms of the Debenture as previously announced

 

The Debenture carries a 9% coupon (the “Interest”), payable quarterly, has a maturity date of October 18, 2028, and is convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. Full details of the debenture are noted in the press releases of October 6 and October 18, 2023.

 

All securities issued pursuant to the Debt Settlement are subject to the approval of the TSX-V and, when issued, a statutory hold period in Canada expiring four months and one day from the date of issuance.

 

The shares-for-debt transaction was approved by the Company’s Board of Directors pursuant to the terms of the debenture and did not require a formal valuation nor minority shareholder approval pursuant to Multilateral Instrument 61-101.

1 of 2

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and BroachThe western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R and Nexgen’s Arrow.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include ability to complete the private placement, market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates, opinions, or other factors should change.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

2 of 2

 

 

Exhibit 99.66

 

F3 Hits 2.50% over 1.0m - Confirms High Grade Uranium Discovery at Tetra Zone

 

Kelowna, British Columbia--(Newsfile Corp. - July 7, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce the assay results of Tetra Zone Discovery Hole PLN25-205 which returned a 1.0m high grade interval with 2.50% U3O8 within a 22.5m mineralized main interval averaging 0.26% U3O8 from 384.5m to 407.0m. A secondary mineralized zone above the main zone averaged 0.125% U3O8 over 3.5m from 377.5m to 381.0m.

 

Strong radioactivity in discovery hole PLN25-205 was first announced on April 15, 2025, on the Broach Lake Property, part of F3’s PLN Project. Drilling on the Tetra Zone is ongoing with one diamond drill and one sonic drill.

 

Tetra Zone Discovery Assay Highlights:

 

PLN25-205 (line 11310S):

 

0.5m @ 0.056% U3O8 (373.0m to 373.5m), and

 

3.5m @ 0.125% U3O8 (377.5m to 381.0m), and

 

22.5m @ 0.26% U3O8 (384.5m to 407.0m), including

 

0.5m @ 1.25% U3O8 (389.5m to 390.0m), and

 

1.0m @ 2.50% U3O8 (398.0m to 399.0m)

 

(MAP)

 

Map 1. Tetra Zone I Assay Results PLN25-205

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/257907_f036a9b99479f862_002full.jpg

 

 

Table 1. Drill Hole Summary and Uranium Assay Results

 

Collar Information Assay Results
Hole ID Grid Line Easting Northing Elevation Az Dip From (m) To (m) Interval (m) U3O8
weight %
PLN25-205 11310S 589327 6397941 583 46 -65 377.50 381.00 3.50 0.13
              384.50 407.00 22.50 0.26
            incl. 389.50 390.00 0.50 1.23
            also incl. 398.00 399.00 1.00 2.50
            further incl. 398.00 398.50 0.50 3.85

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin’s Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F3’s newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R and Nexgen’s Arrow.

 

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/257907

 

 

 

Exhibit 99.67

 

F3 Engages Resource Stock Digest

 

Kelowna, British Columbia--(Newsfile Corp. - July 11, 2025) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) announces that it has entered into a marketing services agreement (the “Agreement”) with Resource Stock Digest (“RSD”), a company based out of Texas, effective July 21, 2025, pursuant to which, among other things, RSD has agreed to provide certain promotional services to the Company in accordance with Policy 3.4 - Investor Relations, Promotional and Market-Making Activities of the Exchange.

 

RSD has been engaged for a 3-month advertising and marketing program for total cash consideration of USD $75,000, which shall be due upon receipt of approval of the Agreement by the Exchange. RSD conducts interviews with the Company and produces Company-approved content that is distributed to RSD’s subscriber base and connects issuers to the investment community across North America.

 

There is no performance factors contained in the Agreement and RSD will not receive common shares or options as compensation. Further, RSD and the Company are arm’s length and, at the time of the Agreement, neither RSD nor any of its principals have an interest, directly or indirectly, in the securities of the Company.

 

The Agreement is subject to the approval of the Exchange. RSD is owned and operated by Gerardo Del Real and Nick Hodge and its contact details are as follows: Gerardo Del Real, 2051 Gattis School Rd, Ste. 540 PMB 176, Round Rock, TX 78664, USA; Email: editor@resourcestockdigest.com.

 

About F3 Uranium Corp.

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R and Nexgen’s Arrow.

 

F3 Uranium Corp. Contact Information

Investor Relations

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/258565

 

 

 

Exhibit 99.68

 

F3 - Hits 13.7% U3O8 Over 2.5m Within 5.5% Over 7.5m at JR

 

Engaged SLR for Mineral Resource Estimate

 

Kelowna, British Columbia--(Newsfile Corp. - July 16, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) ("F3" or "the Company") is pleased to announce the final assay results of 2024 JR Zone drilling including drillhole PLN24-184 (See NR October 29, 2024) which returned 13.0m of 3.2% U3O8, including a high grade core with 2.5m of 13.7% U3O8. Exploration geochemical results are highlighted by PLN24-187 which targeted and intersected the A1 Extension 3.2km along strike from JR Zone, an interpreted continuation of the A1 Main Shear on the southeast side of the Harrison Fault and which intersected strongly elevated uranium values averaging 70ppm over 8.5m, with a peak of 244ppm at 549.0m.

 

Elevated uranium values of 111ppm U over 5.5m between 193.5 - 199.0m in PLN14-019 helped prioritize the A1 conductor which hosts the JR Zone. Continued anomalous intersects across the Harrison fault, A1 Extension and B1 areas highlight the complex geologic and structural setting which still hosts numerous high priority untested targets.

 

F3 is also pleased to announce the engagement of SLR International Corporation ("SLR") to complete the maiden resource estimate for the Company. SLR brings deep familiarity with basement hosted uranium deposit modeling and resource estimation and is qualified to prepare a NI 43-101 Technical Report on the Patterson Lake North Project, targeted for completion in Q4 2025.

 

2024 JR Zone Highlights:

 

PLN24-184 (line 105S):

 

13.0m @ 3.2% U3O8 (228.5m to 241.5m), including:

 

2.5 @ 13.7% U3O8 (238.0m to 240.5m), further including:

 

0.5m @ 26.3% U3O8 (238.5m to 239.0m)

 

PLN24-185 (line 025S):

 

11.5m @ 2.7% U3O8 (219.5m to 231.0m), including:

 

3.5m @ 8.2% U3O8 (222.5m to 226.0m), further including:

 

1.0m @ 17.7% U3O8 (223.0m to 224.0m)

 

2024 Exploration Highlights:

 

PLN24-178 (line 2535S):

 

2.0m @ 94ppm U (446.5m to 448.5m), including:

 

0.5m @ 128ppm U (446.5m to 447.0m)

 

PLN24-179 (line 4245S):

 

0.5m @ 119ppm U (426.0m to 426.5m)

 

PLN24-187 (line 3240S):

 

8.5m @ 70ppm U (545.0m to 553.5m), including:

 

1.5m @ 198ppm U (549.0m to 550.5m), including:

 

0.5m @ 244ppm U (549.0m to 549.5m)

 

 

Sam Hartmann, Vice President Exploration, commented:

 

"F3 Uranium is pleased to report the completion of the 2024 assay results for the JR Zone drilling program. These results will be integrated into our dataset to support the maiden mineral resource estimate, targeted for completion in Q4 2025. This milestone represents a significant achievement for F3 Uranium, advancing the JR Zone from discovery to a defined resource. During this time, we will continue drilling at our new discovery - the Tetra Zone just 12km to the south."

 

Table 1. Drill Hole Summary and Uranium Assay Results

 

Collar Information Assay Results
Hole ID Grid Line Easting Northing Elevation Azi Dip From (m) To (m) Interval (m) U3O8
weight %
PLN24-169 2820S 589486 6408554 530 113 -70 B1 Exploration; no mineralization >0.05
PLN24-170 150S 587940 6410726 546 58 -85 A1 Exploration; no mineralization >0.05
PLN24-171 3345S 589633 6408013 535 55 -66 B1 Exploration; no mineralization >0.05
PLN24-172 3780S 590006 6407749 539 56 -65 B1 Exploration; no mineralization >0.05
PLN24-173 2850S 589230 6408338 537 55 -67 A1 Exploration; no mineralization >0.05
PLN24-174 3075S 589596 6408116 533 15 -58 B1 Exploration; no mineralization >0.05
PLN24-175 4245S 590243 6407348 543 56 -67 B1 Exploration; no mineralization >0.05
PLN24-177 70S 587813 6410743 547 56 -81
inc.
199.5
210.5
212.0
211.0
12.50
0.50
0.17
1.29
PLN24-178 2535S 589250 6408365 538 54 -67 B1 Exploration; no mineralization >0.05
PLN24-179 4245S 590178 6407292 542 54 -64 B1 Exploration; no mineralization >0.05
PLN24-180 1125S 588192 6409710 542 54 -60 A1 Exploration; no mineralization >0.05
PLN24-181 2880S 589301 6408383 540 79 -65 B1 Exploration; no mineralization >0.05
PLN24-182 5280S 590644 6406355 539 54 -72 B1 Exploration; no mineralization >0.05
PLN24-183 3240S 589414 6407983 530 54 -59 B1 Exploration; no mineralization >0.05
PLN24-184 105S 587753 6410654 545 53 -62 228.5 238.0 9.50 0.73
              238.0 240.5 2.50 13.72
            inc. 238.0 239.0 1.00 21.65
              240.5 241.5 1.00 0.05
              244.5 245.0 0.50 0.05
PLN24-185 025S 587737 6410739 545 53 -66 219.5 222.5 3.00 0.19
              222.5 226.0 3.50 8.16
            inc. 223.0 224.0 1.00 17.70
              226.0 231.0 5.00 0.34
PLN24-186 035S 587810 6410777 546 51 -79 187.0 187.5 0.50 0.08
189.5 197.0 7.50 0.33
PLN24-187 3240S 589410 6407980 531 54 -65 B1 Exploration; no mineralization >0.05
PLN24-188 4140S 590100 6407369 544 54 -70 B1 Exploration; no mineralization >0.05
PLN24-189 3450S 589589 6407853 540 54 -70 B1 Exploration; no mineralization >0.05
PLN24-190 3360S 589752 6408087 531 54 -66 B1 Exploration; no mineralization >0.05
PLN24-191 2955S 589548 6408433 531 232 -68 B1 Exploration; no mineralization >0.05
PLN24-192 2895S 589364 6408432 537 94 -66 B1 Exploration; no mineralization >0.05
PLN24-193 3015S 589469 6408464 530 109 -67 B1 Exploration; no mineralization >0.05
PLN24-194 2865S 589594 6408578 532 65 -66 B1 Exploration; no mineralization >0.05

 

 

(MAP)

 

Map 1. JR Zone Drill Holes with Uranium Results

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/258906_e3ccfb97a473a8ae_002full.jpg

 

(MAP)

 

Map 2. Exploration Highlights

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/258906_e3ccfb97a473a8ae_003full.jpg

 

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as "high grade" and results greater than 20.0 weight % U3O8 as "ultra-high grade".

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company's 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin's Triple R and NexGen Energy's Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin's Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F3's newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

About F3 Uranium Corp.:

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 12km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world's largest high grade uranium deposits including Paladin's Triple R project and NexGen's Arrow project.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are "forward-looking statements." These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

"Dev Randhawa"

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/258906

 

 

 

Exhibit 99.69

 

F3 - Increases Mineralized Strike Length of Tetra Zone System to 1.2km

 

Kelowna, British Columbia--(Newsfile Corp. - July 21, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce that geochemistry results from re- logging and maiden geochemical analysis of historic holes on the Broach property have returned 423ppm uranium over 0.5m, 1.2km southeast along strike from the recently discovered Tetra Zone (See Figure 1 This development has significantly increased the prospective strike length of the mineralized corridor which hosts the Tetra Zone, where drilling is currently in progress.

 

The F3 team completed comprehensive re-logging of historic drillholes on the Broach property, including PAT-15-001, PAT-16-002 and PAT-16-004 (See Photo 1). Re-logs noted intense clay alteration and bleaching around the Athabasca Unconformity, including fracture-controlled silicification, particularly in PAT-16-002; these are features often found in proximity to uranium mineralization. Drill holes were re- sampled following F3’s internal sampling procedures and geochemical results are highlighted by drillhole PAT-16-002 which returned 423ppm uranium over 0.5m from 164.5 to 165.0m. PAT-16-002 is located 1.2km to the southeast of Tetra zone (See Figure 1.)

 

Hole PLN25-201, drilled earlier this year, which we interpret to have overshot the ground conductor, was collared approximately 300m to the northeast of PAT-16-002 and displays similar alteration including intense bleaching and alteration just below the unconformity.

 

Highlights of historic drill core analysis:

 

PAT-16-002:

 

5.5m @ 63ppm U (160.0m to 165.5m), including:

 

0.5m @ 423ppm U (164.5m to 165.0m)

 

Sam Hartmann, Vice President Exploration, commented:

 

“In 2016, a previous operator cored two drill holes targeting gravity anomalies approximately 1.2 km southeast of the Tetra Zone. One of these, PAT-16-002, was drilled 300 meters from our recent PLN25- 201 hole, which was the first hole to target the ground conductor we defined last winter, and now host to the Tetra Zone. As no core samples from these historic holes were previously sent for analysis, F3 conducted geological re-logging and then maiden geochemical core sample analysis of the PAT-16-002 and PAT-16-004 cores. In PAT-16-002 we recognized strong clay alteration in the upper basement, with a 0.5-meter interval returning 423 ppm uranium—the highest uranium value recorded in any single exploration core sample from the PLN Project, outside of the JR and Tetra Zones. Only three other core samples across the project have approached this level, including one from PLN14-019 at 397 ppm, which sparked the 2022 exploration of the A1 conductor and lead to the discovery of the JR Zone, and two from PLN24-152, which intersected 0.014% U3O8 over 7 meters, including 0.051% U3O8 over 0.5 meters (see July 30, 2024, news release). The striking similarity in lithologies and alteration styles coupled with highly anomalous uranium values over a 1.2 km distance reinforces our belief of a potentially expansive mineralized system along strike from Tetra, significantly enhancing further discovery potential.”

 

 

(MAP)

 

Map 1. Tetra Zone Area - Prospective Strike Extension

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/259420_d9063abab4420853_002full.jpg

 

(PHOTO)

 

Photo 1. Lithology and Alteration Comparison of Tetra Zone Area and Historic Drillcore - 1.2km Apart

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/259420_d9063abab4420853_003full.jpg

 

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin’s Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F3’s newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

About F3 Uranium Corp.:

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 

Forward-Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/259420

 

 

 

Exhibit 99.70

 

F3 - Extends Mineralization with 67.0m of Radioactivity at Tetra Zone

 

Largest Radioactive Intervals to Date on Project

 

Kelowna, British Columbia--(Newsfile Corp. - August 5, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce hand-held scintillometer results at Tetra Zone, where the widest intervals of radioactivity to date on the Patterson Lake North Project have been intersected with PLN25-217, which intersected a total of 67.0m composite radioactivity between 299.5m and 414.5m, including 49.0m of continuous radioactivity between 347.5m and 396.5m. Additionally, PLN25-212, approximately 23m up-dip of PLN25-217 and 31m along strike from the discovery hole PLN25-205, intersected the second widest interval to date with 39.5m composite radioactivity between 330.0m and 409.5m, including 27.5m of continuous radioactivity between 360.5m and 396.5m.

 

2025 Handheld Spectrometer Highlights:

 

Tetra Zone

 

PLN25-217 (line 11280S):

 

0.5m interval with radioactivity between 299.5m and 300.0m, and

 

0.5m interval with radioactivity between 315.5m and 316.0m, and

 

7.5m interval with radioactivity between 336.5m and 344.0m, and

 

49.0m interval with radioactivity between 347.5m and 396.5m, and

 

9.0m interval with radioactivity between 399.5m and 408.5m, and

 

0.5m interval with radioactivity between 414.0m and 414.5m.

 

PLN25-212 (line 11310S):

 

2.5m interval with radioactivity between 330.0m and 332.5m, and

 

0.5m interval with radioactivity between 346.5m and 347.0m, and

 

0.5m interval with radioactivity between 354.0m and 354.5m, and

 

27.5m interval with radioactivity between 360.5m and 388.0m, and

 

6.0m interval with radioactivity between 394.0m and 400.0m, and

 

2.5m interval with radioactivity between 407.0m and 409.5m.

 

Sam Hartmann, Vice President Exploration, commented:

 

“The substantial radioactive widths intersected in these drill holes were truly unexpected and highlight the significant potential we see at the Tetra Zone. Despite challenging drilling conditions and the non-traditional style of mineralization, each hole provides valuable insights into deposit model generation and drill plan adaptations. Notably, PLN25-217 confirms a theorized strike direction deviating from the current conductor model, and we will continue to explore this trend. To improve our conductor modeling around the Tetra Zone area, we are planning a ground geophysical program based on a tighter grid to support larger step-outs along the Tetra Zone, which stands to reduce the number of drill holes required for targeting. Additionally, we cored two drill holes at the JR Zone using casings set last winter with PLN25-215 and -216, which tested for crosscutting structures; those assays will be included in our maiden resource estimate, expected in Q4. We are very excited and look forward to further uncovering this unique system hosting the Tetra Zone.”

 

 

 (MAP) 

 

Map 1. Broach Lake - Tetra Zone Scintillometer Results

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/261242_985f0bcef4782a44_002full.jpg

 

(MAP)

 

Map 2. Patterson Lake North - JR Zone Scintillometer Results

 

To view an enhanced version of this graphic, please visit:

https://images.newsfilecorp.com/files/8110/261242_985f0bcef4782a44_003full.jpg

 

 

Table 1: Drill Hole Summary and Handheld Spectrometer Results 

 

Collar Information * Hand-held Spectrometer Results
On Mineralized Drillcore
(>300 cps / >0.5m minimum)
Athabasca
Unconformity
Depth
(m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
PLN25-211 11340S 589409 6397962 584 46 -75 160.50 161.00 0.50 320 160.9 548
PLN25-212 11310S 589368 6397970 584 40 -72 330.00
330.50
331.00
332.00
330.50
331.00
332.00
332.50
0.50
0.50
1.00
0.50
360
440
<300
310
164.2 458
346.50 347.00 0.50 330
354.00 354.50 0.50 380
360.50
361.00
362.00
362.50
363.00
363.50
364.00
364.50
365.00
365.50
366.00
366.50
367.00
367.50
368.00
368.50
369.00
369.50
370.00
370.50
371.00
371.50
372.00
372.50
373.00
373.50
374.00
374.50
375.00
375.50
376.00
376.50
377.00
377.50
378.00
378.50
379.00
379.50
380.00
380.50
381.00
381.50
382.00
382.50
384.00
384.50
385.00
385.50
386.00
387.50
361.00
362.00
362.50
363.00
363.50
364.00
364.50
365.00
365.50
366.00
366.50
367.00
367.50
368.00
368.50
369.00
369.50
370.00
370.50
371.00
371.50
372.00
372.50
373.00
373.50
374.00
374.50
375.00
375.50
376.00
376.50
377.00
377.50
378.00
378.50
379.00
379.50
380.00
380.50
381.00
381.50
382.00
382.50
384.00
384.50
385.00
385.50
386.00
387.50
388.00
0.50
1.00
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
1.50
0.50
0.50
0.50
0.50
1.50
0.50
410
<300
310
510
470
510
820
420
310
410
510
910
1100
1500
900
990
2500
3100
1400
560
1000
480
470
420
1100
680
3100
1700
930
370
330
320
390
460
2000
3000
3300
2500
700
960
3100
390
700
<300
310
670
320
670
<300
560
394.00
394.50
395.00
395.50
396.00
396.50
397.00
397.50
394.50
395.00
395.50
396.00
396.50
397.00
397.50
398.00
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
400
430
660
680
340
<300
380
340
              398.00
398.50
399.00
399.50
398.50
399.00
399.50
400.00
0.50
0.50
0.50
0.50
2000
3000
1000
520
   
407.00
407.50
408.00
408.50
409.00
407.50
408.00
408.50
409.00
409.50
0.50
0.50
0.50
0.50
0.50
360
320
<300
360
350

 

 

Collar Information * Hand-held Spectrometer Results
On Mineralized Drillcore
(>300 cps / >0.5m minimum)
Athabasca
Unconformity
Depth
(m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
PLN25-213 11325S 589359 6397959 584 45 -73 Pilot hole for wedged hole below 154.3 224
PLN25-213W1 11325S 589359 6397959 584 45 -73 278.00
278.50
279.00
278.50
279.00
279.50
0.50
0.50
0.50
750
430
550
154.3 434
326.00
326.50
328.50
326.50
328.50
329.00
0.50
2.00
0.50
530
<300
300
346.00 346.50 0.50 380
389.50 390.00 0.50 530
392.50 393.00 0.50 300
PLN25- 214 11340S 589404 6397978 584 46 -75 342.00
342.50
342.50
343.00
0.50
0.50
860
430
155.7 507
382.50 383.00 0.50 360
PLN25- 215 090S 587849 6410603 546 348 -59 249.00
249.50
250.00
252.50
249.50
250.00
250.50
253.00
0.50
0.50
0.50
0.50
370
710
330
350
194.4 281
257.50 258.00 0.50 320
PLN25- 216 075S 587778 6410712 546 55 -64 169.50 170.00 0.50 310 194.3 239
211.50
213.00
212.00
213.50
0.50
0.50
2900
370
PLN25- 217 11280S 589393 6398026 585 34 -85 299.50 300.00 0.50 300 160.1 575
315.50 316.00 0.50 460
336.50
337.00
338.00
338.50
340.00
340.50
341.00
341.50
343.00
343.50
347.50
348.00
348.50
349.00
349.50
350.00
350.50
351.00
351.50
352.00
352.50
354.50
355.00
355.50
356.00
356.50
357.00
357.50
358.00
358.50
359.00
359.50
360.00
360.50
361.00
361.50
362.00
362.50
363.00
337.00
338.00
338.50
340.00
340.50
341.00
341.50
343.00
343.50
344.00
348.00
348.50
349.00
349.50
350.00
350.50
351.00
351.50
352.00
352.50
354.50
355.00
355.50
356.00
356.50
357.00
357.50
358.00
358.50
359.00
359.50
360.00
360.50
361.00
361.50
362.00
362.50
363.00
363.50
0.50
1.00
0.50
1.50
0.50
0.50
0.50
1.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
2.00
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
0.50
310
<300
480
<300
450
650
320
<300
330
330
570
580
<300
340
<300
340
470
320
<300
700
<300
400
5100
730
910
<300
1000
910
1100
490
360
630
680
350
540
1200
430
680
540

 

 

Collar Information * Hand-held Spectrometer Results
On Mineralized Drillcore
(>300 cps / >0.5m minimum)
Athabasca
Unconformity
Depth
(m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
              363.50 364.00 0.50 330    
              364.00 364.50 0.50 810    
              364.50 365.00 0.50 610    
              365.00 365.50 0.50 1000    
              365.50 366.00 0.50 1100    
              366.00 367.00 1.00 <300    
              367.00 367.50 0.50 510    
              367.50 368.00 0.50 420    
              368.00 368.50 0.50 <300    
              368.50 369.00 0.50 340    
              369.00 369.50 0.50 820    
              369.50 370.00 0.50 1900    
              370.00 370.50 0.50 3300    
              370.50 371.00 0.50 2200    
              371.00 371.50 0.50 3500    
              371.50 372.00 0.50 8500    
              372.00 372.50 0.50 4500    
              372.50 373.00 0.50 1100    
              373.00 373.50 0.50 630    
              373.50 374.00 0.50 1200    
              374.00 374.50 0.50 1300    
              374.50 375.00 0.50 1300    
              375.00 375.50 0.50 800    
              375.50 376.00 0.50 310    
              376.00 376.50 0.50 300    
              376.50 377.00 0.50 620    
              377.00 377.50 0.50 760    
              377.50 378.00 0.50 1700    
              378.00 378.50 0.50 2100    
              378.50 379.00 0.50 2600    
              379.00 379.50 0.50 2700    
              379.50 380.00 0.50 1400    
              380.00 380.50 0.50 720    
              380.50 381.50 1.00 <300    
              381.50 382.00 0.50 2600    
              382.00 382.50 0.50 520    
              382.50 383.00 0.50 1500    
              383.00 383.50 0.50 360    
              383.50 384.00 0.50 680    
              384.00 384.50 0.50 450    
              384.50 385.00 0.50 <300    
              385.00 385.50 0.50 300    
              385.50 386.00 0.50 520    
              386.00 387.00 1.00 <300    
              387.00 387.50 0.50 350    
              387.50 388.00 0.50 370    
              388.00 388.50 0.50 440    
              388.50 389.00 0.50 480    
              389.00 389.50 0.50 2100    
              389.50 390.00 0.50 6400    
              390.00 390.50 0.50 4400    
              390.50 391.00 0.50 4500    
              391.00 391.50 0.50 2400    
              391.50 392.00 0.50 3200    
              392.00 392.50 0.50 750    
              392.50 393.00 0.50 <300    
              393.00 393.50 0.50 420    
              393.50 394.00 0.50 400    
              394.00 394.50 0.50 550    
              394.50 395.00 0.50 350    
              395.00 395.50 0.50 680    
              395.50 396.00 0.50 700    
              396.00 396.50 0.50 360    

 

 

Collar Information * Hand-held Spectrometer Results
On Mineralized Drillcore
(>300 cps / >0.5m minimum)
Athabasca
Unconformity
Depth
(m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
              399.50 400.00 0.50 360    
              400.00 400.50 0.50 3600    
              400.50 401.00 0.50 5800    
              401.00 401.50 0.50 2000    
              401.50 402.00 0.50 500    
              402.00 402.50 0.50 <300    
              402.50 403.00 0.50 420    
              403.00 403.50 0.50 530    
              403.50 404.00 0.50 320    
              404.00 405.00 1.00 <300    
              405.00 405.50 0.50 300    
              405.50 406.00 0.50 <300    
              406.00 406.50 0.50 370    
              406.50 407.00 0.50 400    
              407.00 407.50 0.50 310    
              407.50 408.00 0.50 <300    
              408.00 408.50 0.50 300      
              414.00 414.50 0.50 420    

  

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

 

The natural gamma radiation detected in the drill core, as detailed in this news release, was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 spectrometer which has been calibrated by Radiation Solutions Inc. The Company designates readings exceeding 300 cps on the handheld spectrometer (occasionally referred to as a scintillometer in industry parlance; this colloquial usage stems from historical naming conventions and the shared functionality of detecting gamma radiation between a spectrometer and a scintillometer)-as “anomalous”, readings above 10,000 cps as “highly radioactive”, and readings surpassing 65,535 cps as “off-scale”. However, readers are cautioned that spectrometer or scintillometer measurements often do not directly or consistently correlate with the uranium grades of the rock samples and should be regarded solely as a preliminary indicator of the presence of radioactive materials.

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin’s Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F3’s newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

About F3 Uranium Corp.:

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp. 

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

 

  

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/261242

 

 

 

Exhibit 99.71

 

F3 - Starts High Resolution Geophysics at Tetra Zone

 

Kelowna, British Columbia--(Newsfile Corp. - September 2, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) (“F3” or “the Company”) is pleased to announce the commencement of ground EM surveys at its 100% owned Broach Lake Property, where F3 intersected 67.0m total composite radioactivity at the Tetra Zone (see NR August 5, 2025). A uniquely designed 65km of stepwise moving loop electromagnetic (SWMLEM) surveying will be completed initially on a priority grid covering the mineralized conductive zone between the Tetra Zone and historic drillhole PAT-16-002, located 1.2km to the southeast, where maiden geochemical analysis by F3 returned 423ppm uranium over 0.5m (see NR July 21, 2025). This survey will give greater confidence in locating the Tetra conductor and reduce the number of drillholes required to target along step-outs.

 

Sam Hartmann, Vice President Exploration, commented:

 

“Earlier this year (see NR February 11, 2025) we announced the commencement of our exploration program at the Patterson Lake Project, including the Broach Lake Project with a 41 line-km moving loop time domain (MLTDEM) ground geophysics survey which was a first pass exploratory survey. By March (see NR March 18, 2025) we intersected the first anomalous radioactivity with PLN25-202 which encountered six distinct zones of anomalous radioactivity over a 90m downhole interval. In April (see NR April 15, 2025) we discovered the Tetra Zone with PLN25-205 which returned a 1.0m high grade interval with 2.50% U3O8 within a 22.5m mineralized main interval averaging 0.26% U3O8 from 384.5m to 407.0m.

 

Today we announce a new stepwise moving loop electromagnetic (SWMLEM) survey designed to cover the highest priority section of the Tetra Conductor over a 1,600m strike length including the ~1,200m between the Tetra Zone and PAT-16-002. It aims to detect subtle basement-hosted conductors through highly conductive overburden. This tighter survey based on 200m spaced lines will give us greater control over local conductor locations and reduce exploration drilling.”

 

 

(MAP)

 

Map 1. Broach Lake - Tetra Zone Stepwise Moving Loop Electromagnetic Survey

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/264644_c31f2d8cc4d9a81f_002full.jpg

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin’s Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F3’s newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

About F3 Uranium Corp.:

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2 

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

 

 

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/264644

 

 

 

Exhibit 99.72

 

(LOGO)

 

SYMBOL TSXV: FUU

OTC SYMBOL: FUUFF

www.f3uranium.com

 

September 10, 2025

 

F3 Announces Bought Deal LIFE Private Placement for Gross Proceeds of C$15 Million

 

News Release – Kelowna, British Columbia – September 10, 2025: F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) (“F3” or the “Company”) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. (“Red Cloud”), as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”), pursuant to which the Underwriters have agreed to purchase for resale the following on a “bought deal” basis in a private placement for aggregate gross proceeds of C$15,000,000 (the “Underwritten Offering”):

 

25,000,000 units of the Company (each, a “Unit”) at a price of C$0.20 per Unit;

 

16,666,667 federal flow-through units of the Company to be sold to charitable purchasers (the “FFT Units”) at a price of C$0.30 per FFT Unit; and

 

15,151,515 Saskatchewan flow-through units of the Company to be sold to charitable purchasers (the “SFT Units”, and together with the FFT Units, the “FT Units”) at a price of C$0.33 per SFT Unit.

 

The Units and FT Units shall be collectively referred to as the “Offered Securities”.

 

Each Unit will consist of one common share of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each FT Unit will consist of one Common Share to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and will qualify as an eligible flow-through share” as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (each, a “FT Share”) and one-half of one Warrant. Each whole Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.30 at any time on or before that date which is 36 months after the Closing Date (as herein defined).

 

In addition, the Company has agreed to grant to the Underwriters an option (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”), exercisable in whole or in part by the Underwriters at any time up to 48 hours prior to the Closing Date, to purchase for resale up to an additional number of Units and FFT Units at their respective offering prices for up to an additional C$2,000,000 in gross proceeds.

 

The proceeds of the Offering will be used by the Company to fund the exploration of the Company’s projects in the Athabasca Basin in Saskatchewan as well as for general corporate purposes and working capital, as is more fully described in the Offering Document (as herein defined).

 1 of 4

 

(LOGO)

 

The gross proceeds from the sale of FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as such terms are defined in the Income Tax Act (Canada), and to incur “eligible flow-through mining expenditures” pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the “Qualifying Expenditures”) related to the Company’s uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2025.

 

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Offered Securities will be offered for sale to purchasers resident in all of the provinces of Canada with the exception of Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities issuable from the sale of the Offered Securities are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

 

There is an offering document (the “Offering Document”) related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and at the Company's website at www.f3uranium.com. Prospective investors should read this Offering Document before making an investment decision.

 

The Offering is scheduled to close on October 1, 2025 (the “Closing Date”), or such other date as the Company and Red Cloud may agree. Completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

 

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

About F3 Uranium Corp.

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 2 of 4

 

(LOGO)

 

ON BEHALF OF THE BOARD

 

“Dev Randhawa”

Dev Randhawa, Chairman & CEO

 

Contact Information

F3 Uranium Corp.

750 - 1620 Dickson Avenue

Kelowna, BC V1Y 9Y2

 

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

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.

 

Forward-Looking Information

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that F3 expects or anticipates will or may occur in the future including statements regarding the Offering, the closing of the Offering, the intended use of proceeds of the Offering, the filing of the Offering Document and the tax treatment of the FT Shares.

 

Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company’s ability to operate in a safe and effective manner.

 3 of 4

 

(LOGO)

 

These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the FT Shares, competitive risks and the availability of financing; uranium price volatility; risks associated with the conduct of the Company’s exploration activities; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining, development or exploration activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

 4 of 4

 

 

Exhibit 99.73

 

(LOGO)  SYMBOL TSXV: FUU
OTC SYMBOL: FUUFF
www.f3uranium.com

 

September 11, 2025

 

F3 Announces Upsize of Bought Deal LIFE Private Placement for
Gross Proceeds of C$17 Million

 

News Release – Kelowna, British Columbia – September 11, 2025: F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) (“F3” or the “Company”) is pleased to announce that as a result of strong investor demand, the company has increased the aggregate gross proceeds of its previously announced “bought deal” private placement (the “Underwritten Offering”) from C$15,000,000 to C$17,000,000. Pursuant to the upsized and revised Underwritten Offering, the Underwriters (as defined herein) have agreed to purchase for resale the following:

 

25,000,000 units of the Company (each, a “Unit”) at a price of C$0.20 per Unit (the “Unit Price”);

 

23,333,334 federal flow-through units of the Company to be sold to charitable purchasers (the “FFT Units”) at a price of C$0.30 per FFT Unit (the “FFT Unit Price”); and

 

15,151,515 Saskatchewan flow-through units of the Company to be sold to charitable purchasers (the “SFT Units”) at a price of C$0.33 per SFT Unit.

 

The Units and FT Units (as defined herein) shall be collectively referred to as the “Offered Securities”.

 

Each Unit will consist of one common share of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each FT Unit will consist of one Common Share to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and will qualify as an eligible flow-through share” as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (each, a “FT Share”) and one-half of one Warrant. Each whole Warrant shall entitle the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.30 at any time on or before that date which is 36 months after the Closing Date (as herein defined).

 

Red Cloud Securities Inc. (“Red Cloud”) is acting as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, the “Underwriters”) under the Offering (as defined herein). The Company has agreed to grant to the Underwriters an option (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”), exercisable in whole or in part by the Underwriters at any time up to 48 hours prior to the Closing Date, to purchase for resale up to an additional number of (i) Units at the Unit Price, (ii) FFT Units at the FFT Unit Price, and (iii) non-critical mineral flow-through units of the Company to be sold to charitable purchasers (the “Non- Critical FT Units”, and together with the FFT Units and SFT Units, the “FT Units”) at a price of C$0.27 per Non-Critical FT Unit for up to an additional C$3,000,000 in gross proceeds.

 

The proceeds of the Offering will be used by the Company to fund the exploration of the Company’s projects in the Athabasca Basin in Saskatchewan as well as for general corporate purposes and working capital, as is more fully described in the Amended Offering Document (as herein defined).

1

 

(LOGO) 

 

The gross proceeds from the sale of FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” (with the exception of FT Shares issued from the sale of Non-Critical FT Units, which proceeds will qualify as “flow-through mining expenditures”) as such terms are defined in the Income Tax Act (Canada), and to incur “eligible flow-through mining expenditures” pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the “Qualifying Expenditures”) related to the Company’s uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2025.

 

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Offered Securities will be offered for sale to purchasers resident in all of the provinces of Canada with the exception of Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities issuable from the sale of the Offered Securities are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 – Resale of Securities.

 

There is an amended and restated offering document (the “Amended Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.f3uranium.com. Prospective investors should read this Amended Offering Document before making an investment decision.

 

The Offering is scheduled to close on October 1, 2025 (the “Closing Date”), or such other date as the Company and Red Cloud may agree. Completion of the Offering is subject to certain conditions including, but not limited to the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

 

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

About F3 Uranium Corp.

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

2 of 3

 

(LOGO)

 

ON BEHALF OF THE BOARD

“Dev Randhawa” 

Dev Randhawa, Chairman & CEO 

 

Contact Information 

F3 Uranium Corp. 

750 - 1620 Dickson Avenue

Kelowna, BC V1Y 9Y2 

 

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

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.

 

Forward-Looking Information

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that F3 expects or anticipates will or may occur in the future including statements regarding the Offering, the closing of the Offering, the intended use of proceeds of the Offering, the filing of the Amended Offering Document and the tax treatment of the FT Shares.

 

Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company’s ability to operate in a safe and effective manner.

 

These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the FT Shares, competitive risks and the availability of financing; uranium price volatility; risks associated with the conduct of the Company’s exploration activities; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining, development or exploration activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward- looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

3 of 3

 

 

Exhibit 99.74

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUFF

 

F3 ISSUES SHARES FOR INTEREST DEBT SETTLEMENT

 

Kelowna, British Columbia — (Newsfile Corp. – October 3, 2025) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) notes that pursuant its financing agreement with Denison Mines Corp. from October 2023, (“Denison”) (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the interest accrued to date in common shares (the “Debt Settlement”).

 

The payment to Denison will consist of a cash payment of $225,000 and a total of 556,931 common shares of the corporation at a deemed price of $0.202 per share

 

Terms of the Debenture as previously announced

 

The Debenture carries a 9% coupon (the “Interest”), payable quarterly, has a maturity date of October 18, 2028, and is convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. Full details of the debenture are noted in the press releases of October 6 and October 18, 2023.

 

All securities issued pursuant to the Debt Settlement are subject to the approval of the TSX-V and, when issued, a statutory hold period in Canada expiring four months and one day from the date of issuance.

 

The shares-for-debt transaction was approved by the Company’s Board of Directors pursuant to the terms of the debenture and did not require a formal valuation nor minority shareholder approval pursuant to Multilateral Instrument 61-101.

1 of 2

 

 

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and BroachThe western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R and Nexgen’s Arrow. 

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information 

Investor Relations

Telephone: 778-484-8030

Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include ability to complete the private placement, market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates, opinions, or other factors should change.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

2 of 2

 

 

Exhibit 99.75

 

(LOGO)  SYMBOL TSXV: FUU
OTC SYMBOL: FUUFF
www.f3uranium.com

  

October 3, 2025

 

F3 Announces Closing of C$20 Million Bought Deal LIFE Private Placement 

 

News Release – Kelowna, British Columbia – October 3, 2025: F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) (“F3” or the “Company”) is pleased to announce the closing of its previously announced “bought deal” private placement (the “Offering”) for aggregate gross proceeds of C$20,000,000, which includes the exercise in full of the Underwriters’ (as defined herein) over-allotment option. Pursuant to the Offering, the Company sold the following:

 

i.25,000,000 units of the Company (each, a “Unit”) at a price of C$0.20 per Unit;

 

ii.14,814,815 non-critical mineral flow-through units of the Company sold to charitable purchasers (the “NFT Units”) at a price of C$0.27 per NFT Unit;

 

iii.16,666,667 federal flow-through units of the Company sold to charitable purchasers (the “FFT Units”) at a price of C$0.30 per FFT Unit; and

 

iv.18,181,818 Saskatchewan flow-through units of the Company sold to charitable purchasers (the “SFT Units”, and together with the NFT Units and FFT Units, the “FT Units”) at a price of C$0.33 per SFT Unit.

 

The Units and FT Units shall be collectively referred to as the “Offered Securities”. Red Cloud Securities Inc. (“Red Cloud”) acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters including Canaccord Genuity Corp., Haywood Securities Inc. and SCP Resource Finance LP (collectively, the “Underwriters”) under the Offering.

 

Each Unit consists of one common share of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each FT Unit consists of one Common Share issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.30 at any time on or before October 3, 2028.

 

The proceeds of the Offering will be used by the Company to fund the exploration of the Company’s projects in the Athabasca Basin in Saskatchewan as well as for general corporate purposes and working capital, as is more fully described in the Amended Offering Document (as herein defined).

 

The gross proceeds from the sale of FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” (with the exception of FT Shares issued from the sale of Non-Critical FT Units, which proceeds will qualify as “flow-through mining expenditures”) as such terms are defined in the Income Tax Act (Canada), and to incur “eligible flow-through mining expenditures” pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the “Qualifying Expenditures”) related to the Company’s uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2025.

-1-

 

In accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offered Securities were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 – Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities issuable from the sale of the Offered Securities to purchasers resident in Canada are immediately freely tradeable in accordance with applicable Canadian securities legislation. The Units were also offered in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). All securities not issued pursuant to the Listed Issuer Financing Exemption are subject to a hold period in Canada ending on February 3, 2026.

 

In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$1,095,619, equal to 5.5% of the gross proceeds raised in respect of the Offering (except for gross proceeds raised from the sale of Offered Securities sold to purchasers on a president’s list (the “President’s List”), which were subject to a reduced 2.75% cash commission). The Company also issued to the Underwriters a total of 4,091,975 warrants of the Company (the “Broker Warrants”), equal to 5.5% of the number of FT Units sold pursuant to the Offering (except for those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 2.75%). Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.20 at any time on or before October 3, 2028.

 

There is an amended and restated offering document (the “Amended Offering Document”) related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.f3uranium.com.

 

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.

 

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

 

About F3 Uranium Corp.

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

-2-

 

ON BEHALF OF THE BOARD

 

“Dev Randhawa” 

Dev Randhawa, Chairman & CEO

 

Contact Information 

F3 Uranium Corp. 

750 - 1620 Dickson Avenue 

Kelowna, BC V1Y 9Y2

 

Investor Relations 

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

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.

 

Forward-Looking Information

 

This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that F3 expects or anticipates will or may occur in the future including statements regarding the intended use of proceeds of the Offering, the tax treatment of the FT Shares and the receipt of final approval of the Offering by the TSX Venture Exchange.

 

Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company’s ability to operate in a safe and effective manner.

-3-

 

These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the FT Shares, competitive risks and the availability of financing; uranium price volatility; risks associated with the conduct of the Company’s exploration activities; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining, development or exploration activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.

-4-

 

 

Exhibit 99.76

 

F3 Begins 3,000 Meter Fall Drill Program at Tetra Zone

 

Kelowna, British Columbia--(Newsfile Corp. - October 8, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce a fall drill program at its 100% owned Broach Lake Property, on the recently discovered high-grade Tetra Zone (see NR August 5, 2025).

 

This 3,000m diamond drilling fall program is designed to test the extent of the uranium mineralization which is currently highlighted by PLN25-205, which returned a 1.0m high grade interval with 2.50% U3O8 within a 22.5m mineralized main interval averaging 0.26% U3O8 and PLN25-217, which intersected a total of 67.0m composite anomalous radioactivity including 49.0m of continuous radioactivity (see Map 1).

 

Ground EM surveying has also been completed, and 3D inversions are in progress; these results will be incorporated into the targeting model for regional drill targeting along strike.

 

Sam Hartmann, Vice President Exploration, commented:

 

“We are excited to resume drilling at Tetra now that ground geophysics has been completed, and plan to focus this fall drill program at a deposit scale on the Tetra Zone, initially stepping out from high grade mineralization as in PLN25-205 and the significant intervals of radioactivity in PLN25-217. The unique geological setting of the Tetra Zone with differs from many basement hosted uranium deposits in the area, is also reflected in the geophysical responses, where weaker conductivity is associated with less resistive rocks associated with a structural damage zone hosting the Tetra Zone.” 

 

 (MAP)

 

Map 1. Broach Lake - Tetra Zone Fall Drilling Target Area

 

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8110/269490_7ba05047f48739cc_002full.jpg

 

 

The natural gamma radiation detected in the drill core, as detailed in this news release, was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 spectrometer which has been calibrated by Radiation Solutions Inc. The Company designates readings exceeding 300 cps on the handheld spectrometer (occasionally referred to as a scintillometer in industry parlance; this colloquial usage stems from historical naming conventions and the shared functionality of detecting gamma radiation between a spectrometer and a scintillometer)-as “anomalous”, readings above 10,000 cps as “highly radioactive”, and readings surpassing 65,535 cps as “off-scale”. However, readers are cautioned that spectrometer or scintillometer measurements often do not directly or consistently correlate with the uranium grades of the rock samples and should be regarded solely as a preliminary indicator of the presence of radioactive materials.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin’s Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F3’s newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

This news release also refers to neighboring properties in which F3 Uranium has no interest, and the Qualified Person has been unable to verify the information from those properties. Mineralization on those neighboring properties is not necessarily indicative of mineralization on the PLN Project. For additional information on the PLN Project, please refer to the report titled “Technical Report on the Patterson Lake North Project, Northern Saskatchewan, Canada” prepared by SLR International Corporation with a signing date of January 25, 2023 and an effective date of November 20, 2023 available at www.sedarplus.ca, and prepared in accordance with NI 43-101.

 

About F3 Uranium Corp.:

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD 

“Dev Randhawa” 

Dev Randhawa, CEO

 

 

 

To view the source version of this press release, please visit

https://www.newsfilecorp.com/release/269490

 

 

 

Exhibit 99.77

 

FORM 51-102F3

MATERIAL CHANGE REPORT

 

Item 1:Name and Address of Company

 

F3 Uranium Corp. (the “Company” or “F3 Uranium”)

 

Suite 750 – 1620 Dickson Avenue

Kelowna, B.C.

V1Y 9Y2

 

Item 2:Date of Material Change

 

October 3, 2025

 

Item 3:News Release

 

The news release announcing the material change referred to in this report was disseminated on October 3, 2025 and filed on F3 Uranium’s SEDAR+ profile at www.sedarplus.ca.

Item 4:Summary of Material Change

 

On October 3, 2025, the Company announced that it had closed its previously announced “bought deal” private placement of units and flow-through units of the Company for gross proceeds of approximately $20,000,000 (the “Offering”).

Item 5.1:Full Description of Material Change

 

On October 3, 2025, the Company announced that it had closed the Offering for gross proceeds of approximately $20,000,000, from the sale of the following: 

 

·         25,000,000 units of the Company (each, a “Unit”) at a price of C$0.20 per Unit;

 

·         14,814,815 non-critical mineral flow-through units of the Company sold to charitable purchasers (the “NFT Units”) at a price of C$0.27 per NFT Unit;

 

·         16,666,667 federal flow-through units of the Company sold to charitable purchasers (the “FFT Units”) at a price of C$0.30 per FFT Unit; and

 

·         18,181,818 Saskatchewan flow-through units of the Company sold to charitable purchasers (the “SFT Units”, and together with the NFT Units and FFT Units, the “FT Units”) at a price of C$0.33 per SFT Unit.

 

Each Unit is comprised of one common share of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each FT Unit is comprised of one Common Share issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one Common share of the Company (a “Warrant Share”) at a price of C$0.30 per Warrant Share at any time on or before October 3, 2028. The Units and FT Units shall be collectively referred to as the “Offered Securities”.

 

 

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters including Canaccord Genuity Corp., Haywood Securities Inc. and SCP Resource Finance LP (collectively, the “Underwriters”).

 

In connection with the Offering, the Company paid the Underwriters an aggregate cash commission of C$1,095,619, equal to five point five per cent (5.50%) of the gross proceeds raised under the Offering (the “Broker Commission”) (except for certain of those purchasers listed on the president’s list (the “President’s List”), which was subject to a reduced 2.75% cash commission). The Company also issued to the Underwriters 4,091,975 broker warrants (the “Broker Warrants” and, together with the Broker Commission, the “Commission”), equal to five point five percent (5.50%) percent of the FT Units sold pursuant to the Offering (except for certain of those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 2.75%). Each Broker Warrant entitles the holder thereof to purchase one Common Share in the capital of the Company at a price of C$0.20 at any time on or before October 3, 2028.

 

The Company intends to use the proceeds raised from the Offering to fund exploration of the Company’s projects in the Athabasca Basin in Saskatchewan as well as for general corporate purposes and working capital.

 

In accordance with National Instrument 45-106 - Prospectus Exemptions (“NI 45-106”), the Offered Securities were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the “Listed Issuer Financing Exemption”). The securities issuable from the sale of the Offered Securities to purchasers resident in Canada are immediately freely tradeable in accordance with applicable Canadian securities legislation. The Units were also offered in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). All securities not issued pursuant to the Listed Issuer Financing Exemption are subject to a hold period in Canada ending on February 3, 2026.

 

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

Item 5.2:Disclosure for Restructuring Transactions

 

Not applicable.

Item 6:Reliance on subsection 7.1(2) of National Instrument 51-102

 

Not applicable.

 

 

Item 7:Omitted Information

 

Not applicable.

Item 8:Executive Officer

 

The following senior officer of the Company is knowledgeable about the material change and this report:

 

Dev Randhawa, CEO & Chairman

Email: ir@fission3corp.com

Phone: 778-484-8030

Item 9:Date of Report

 

October 8, 2025

 

 

 

 

Exhibit 99.78

 

 
 
 
 
 
 
 
 
(F3 URANIUM CORP LOGO)
 
 
 
Consolidated Financial Statements
 
 
 
F3 Uranium Corp.
 
For the Years Ended
June 30, 2025 and 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 

 

(GRAPHICS)

 

INDEPENDENT AUDITOR’S REPORT

 

To the Shareholders of
F3 Uranium Corp.

 

Opinion

 

We have audited the accompanying consolidated financial statements of F3 Uranium Corp. (the “Company”), which comprise the consolidated statements of financial position as at June 30, 2025 and 2024 and the consolidated statements of loss and comprehensive loss, shareholders’ equity, and cash flows for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.

 

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2025 and 2024, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.

 

Basis for Opinion

 

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.

 

Key Audit Matters

 

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year ended. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Assessment of Impairment Indicators of Exploration and Evaluation Assets (“E&E Assets”)

 

As described in Note 11 to the consolidated financial statements, the carrying amount of the Company’s E&E Assets was $75,615,607 as of June 30, 2025. As more fully described in Notes 3 and 4 to the consolidated financial statements, management assesses E&E Assets for indicators of impairment at each reporting period.

 

The principal considerations for our determination that the assessment of impairment indicators of the E&E Assets is a key audit matter are that there was judgment made by management when assessing whether there were indicators of impairment for the E&E Assets, specifically relating to the E&E Assets’ carrying amount which is impacted by the Company’s intent and ability to continue to explore and evaluate these assets. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate audit evidence relating to the judgments made by management in their assessment of indicators of impairment that could give rise to the requirement to prepare an estimate of the recoverable amount of the E&E Assets.

 

(GRAPHICS)

 

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures included, among others:

 

Reviewed and challenged management’s assessment as to whether indicators of impairment or impairment reversal exist.

 

Tested the Company’s additions to E&E Assets for the period by evaluating a sample of recorded expenditures for consistency to underlying records, the capitalization requirements of the Company’s accounting policy and the requirements of the accounting standard.

 

Reviewed the Company’s ability to fund future activities and reviewed any available budgets for future periods.

 

Discussed with management regarding the plans and intent for the properties.

 

On a test basis, confirmed title to ensure claims are in good standing.

 

Other Information

 

Management is responsible for the other information. The other information obtained at the date of this auditor’s report includes Management’s Discussion and Analysis.

 

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

 

We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

 

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

 

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

 

 

As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.

 

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 

Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

The engagement partner on the audit resulting in this independent auditor’s report is Glenn Parchomchuk.

 

  (-s- DAVIDSON & COMPANY LLP)
   
Vancouver, Canada Chartered Professional Accountants
   

October 28, 2025

 

 

Table of contents

 

Consolidated statements of financial position 1
   
Consolidated statements of loss and comprehensive loss 2
   
Consolidated statements of shareholders’ equity 3
   
Consolidated statements of cash flows 4
   
Notes to the consolidated financial statements 5-45

 

 

F3 Uranium Corp.
Consolidated statements of financial position
(Expressed in Canadian dollars)
 
      June 30,   June 30, 
   Notes  2025   2024 
ASSETS      $    $ 
Current assets             
Cash and cash equivalents  15   5,725,031    33,616,475 
Term deposits  15   10,255,600    - 
Amounts receivable  7   310,930    962,926 
Marketable securities  10   683,045    350,979 
Deposits      -    736,720 
Prepaid expenses      125,593    292,420 
Assets held for distribution  8   -    7,948,249 
       17,100,199    43,907,769 
              
Non-current assets             
Investment  10   295,476    433,225 
Right-of-use asset  9   36,096    63,167 
Exploration and evaluation assets  11   75,615,607    53,474,145 
TOTAL ASSETS      93,047,378    97,878,306 
              
LIABILITIES             
Current liabilities             
Accounts payable and accrued liabilities  16   907,585    3,248,073 
Mineral exploration commitment  11   -    339,026 
Lease liability – short term  9   36,253    29,899 
Flow-through share premium  13   455,698    736,981 
       1,399,536    4,353,979 
Non-current liabilities             
Lease liability – long term  9   13,480    49,733 
Convertible debt  12   11,600,215    10,910,275 
Deferred income tax liability  21   8,758,000    8,362,000 
TOTAL LIABILITIES      21,771,331    23,675,987 
              
SHAREHOLDERS’ EQUITY             
Share capital  14   105,895,441    101,518,149 
Reserves  14   36,231,800    30,801,355 
Equity portion of convertible debt  12   2,741,192    2,741,192 
Accumulated deficit      (73,592,286)   (60,858,377)
TOTAL SHAREHOLDERS EQUITY      71,276,147    74,202,319 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY      93,047,378    97,878,306 

 

Nature of operations (Note 1)
Commitments (Note 20)
Subsequent events (Note 22)

 

Approved by the Board of Directors and authorized for issuance on October 28, 2025:

 

 “Devinder Randhawa”   “Terrence Osier”
Director   Director

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 1 

 

 
F3 Uranium Corp.
Consolidated statements of loss and comprehensive loss
(Expressed in Canadian dollars)
 
  

Notes

  For year ended
June 30, 2025
   For year ended
June 30, 2024
 
EXPENSES      $    $ 
Accretion expense  12   2,039,940    1,361,197 
Business development      841,445    372,016 
Consulting and director fees  16   2,909,751    3,061,447 
Depreciation  9   27,071    25,789 
Exploration costs (recovery)      (150,641)   124,042 
Office and administration      431,591    856,938 
Professional fees      796,358    818,204 
Research and development      314,286    1,453,719 
Public relations and communications      669,824    719,048 
Lease interest  9   11,103    15,476 
Share-based compensation  14,16   6,145,114    10,482,874 
Wages and benefits  16   689,132    739,184 
Net loss before other items      (14,724,974)   (20,029,934)
              
Other items:             
Foreign exchange gain (loss)      (5,243)   438 
Flow-through share recovery  13   3,533,000    3,152,904 
Impairment of Assets held for Distribution  8   (839,997)   - 
Interest income      1,016,425    1,788,095 
Realized gain (loss) on marketable securities  10   (2,665)   23,987 
Recovery on mineral rights  11   -    593,303 
Reorganization loss – F4 spin-out  6   (726,623)   - 
Change in fair value of marketable securities  10   (587,832)   (855,066)
       2,387,065    4,703,661 
Loss before income taxes      (12,337,909)   (15,326,273)
Deferred income tax expense      (396,000)   (5,388,135)
Comprehensive loss for the year      (12,733,909)   (20,714,408)
Basic and diluted loss per common share:      (0.03)   (0.05)
Weighted average number of shares outstanding – basic and diluted      513,866,643    452,082,555 

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 2 

 

F3 Uranium Corp.
Consolidated statements of shareholders’ equity
(Expressed in Canadian dollars)
 
   Share capital     
   Number of
shares
   Amount   Reserves   Subscription
receivable
   Equity portion
of convertible
debt
   Accumulated
deficit
   Total 
       $   $   $   $   $   $ 
                             
Balance, June 30, 2023   381,284,073    65,157,500    19,257,597    (26,000)   -    (40,143,969)   44,245,128 
Private placements   59,094,256    24,142,414    5,932,000    -    -    -    30,074,414 
Finders’ fees and share issuance costs   -    (1,533,667)   (377,362)   -    -    -    (1,911,029)
Brokers’ warrants   -    (647,000)   647,000    -    -    -    - 
Warrants exercised   41,493,674    12,511,076    (3,329,459)   26,000    -    -    9,207,617 
Options exercised   8,849,496    2,606,698    (1,211,818)   -    -    -    1,394,880 
Conversion of RSUs   2,250,692    599,477    (599,477)   -    -    -    - 
Equity portion of convertible debt   -    -    -    -    2,741,192    -    2,741,192 
Flow-through share premium   -    (1,474,214)   -    -    -    -    (1,474,214)
Finders fee shares   380,518    155,865    -    -    -    -    155,865 
Share-based compensation   -    -    10,482,874    -    -    -    10,482,874 
Net loss for the year   -    -    -    -    -    (20,714,408)   (20,714,408)
Balance, June 30, 2024   493,352,709    101,518,149    30,801,355    -    2,741,192    (60,858,377)   74,202,319 
Private placements   49,200,000    13,953,909    1,054,091    -    -    -    15,008,000 
Finders’ fees and share issuance costs   -    (1,157,001)   -    -    -    -    (1,157,001)
Brokers’ warrants   -    (105,543)   105,543    -    -    -    - 
Options exercised   475,000    54,600    -    -    -    -    54,600 
Conversion of RSUs   4,195,702    1,414,677    (1,474,303)   -    -    -    (59,626)
Convertible debt interest shares   1,768,854    450,000    -    -    -    -    450,000 
Flow-through share premium   -    (3,251,717)   -    -    -    -    (3,251,717)
Reorganization – F4 spin-out   -    (6,981,633)   (400,000)   -    -    -    (7,381,633)
Share-based compensation   -    -    6,145,114    -    -    -    6,145,114 
Net loss for the year   -    -    -    -    -    (12,733,909)   (12,733,909)
Balance, June 30, 2025   548,992,265    105,895,441    36,231,800    -    2,741,192    (73,592,286)   71,276,147 

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 3 

 

F3 Uranium Corp.
Consolidated statements of cash flows
(Expressed in Canadian dollars)
 
   For year ended
June 30, 2025
   For year ended
June 30, 2024
 
   $   $ 
OPERATING ACTIVITIES          
Net loss   (12,733,909)   (20,714,408)
Non-cash items:          
Accretion interest   2,039,940    1,361,197 
Deferred income tax expense   396,000    5,388,135 
Depreciation and amortization   27,071    25,788 
Impairment of exploration and evaluation assets   839,997    - 
Interest on lease   11,103    15,476 
Realized gain (loss) on marketable securities   2,665    (23,987)
Share based compensation   6,145,114    10,482,874 
Flow-through share tax recovery   (3,533,000)   (3,152,904)
Recovery on mineral rights   -    (479,881)
Unrealized loss on marketable securities   587,934    855,066 
Reorganization – F4 spin-out   726,623    - 
Changes in non-cash working capital items:          
Amounts receivable   651,996    (439,006)
Prepaid expenses and deposits   99,152    (498,736)
Accounts payable and accrued liabilities   (1,792,250)   206,059 
Net cash used in operating activities   (6,531,564)   (6,974,327)
INVESTING ACTIVITIES          
Exploration and evaluation assets additions, net of recoveries   (23,201,865)   (31,799,882)
Term deposit   (10,255,600)   - 
Sale (purchase) of short-term investments   (937,500)   250,000 
Proceeds from sale of plane investment   -    (215,553)
Cash payment in lieu of required exploration expenditures   -    2,000,000 
Cash spun out   (90,145)   - 
Proceed from sale of shares   220,259    341,452 
Net cash used in investing activities   (34,264,851)   (29,423,983)
FINANCING ACTIVITIES          
Private placement proceeds   15,008,000    30,074,414 
Finders’ fees and share issuance costs   (1,157,001)   (1,911,029)
Warrants exercised   -    9,207,616 
Options exercised   54,600    1,386,481 
Share issuance costs for net settlements   (59,626)   - 
Convertible debt gross proceeds   -    15,000,000 
Convertible debt finders fee   -    (593,500)
Interest paid   (900,000)   (834,000)
Lease payments   (41,002)   (38,696)
Net cash provided by financing activities   12,904,971    52,291,286 
Net cash change during the year   (27,891,444)   15,892,976 
Cash and cash equivalents, beginning of the year   33,616,475    17,723,499 
Cash and cash equivalents, end of the year   5,725,031    33,616,475 

 

Supplemental disclosure with respect to cash flows (Note 15)

 

The accompanying notes form an integral part of these consolidated financial statements.

Page 4 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
1.Nature of operations

 

F3 Uranium Corp. (the “Company”) was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act. The Company’s principal business activity is the acquisition and exploration of mineral properties. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 750 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and is listed on the TSX Venture Exchange under the symbol FUU, and on the Frankfurt Stock Exchange under the symbol 2F3.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (also referred to as “F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), will remain with F3. On August 15, 2024 the Company completed a Plan of Arrangement (“Arrangement”) under the provision of the Canada Business Corporations pursuant to which the Properties of F3 were spun-out to F4 (Note 6).

 

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

 

These consolidated financial statements (herein “consolidated financial statements”) have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at June 30, 2025 the Company had cash and cash equivalents of $5,725,031 (June 30, 2024 - $33,616,475) and a working capital balance of $15,700,663 (June 30, 2024 - $39,553,790). The Company believes it has sufficient resources to continue operations for the next twelve months.

 

2.Basis of presentation

 

(a)Statement of compliance

 

These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”) as at June 30, 2025. These consolidated financial statements were authorized for issue by the Board of Directors on October 28, 2025.

 

(b)Basis of preparation

 

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Page 5 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
2.Basis of presentation (continued)

 

(c)Basis of consolidation

 

The consolidated financial statements of the Company include Fission Energy Peru S.A.C., which is 100% owned, has been inactive since 2020 and has no assets or liabilities. Up to August 15, 2024, the Company consolidated F4 Uranium Corp., which was spun out on that date pursuant to a plan of arrangement. Following the spin-out, F4 Uranium Corp. ceased to be a subsidiary and is no longer consolidated. The Company consolidates the subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All intercompany balances and transactions are eliminated on consolidation.

 

3.Material accounting policy information

 

(a)Financial instruments

 

Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Term deposits Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

Page 6 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
3.Material accounting policy information (continued)

 

(a)Financial instruments (continued)

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets and liabilities

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

 

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled, or expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in the statements of loss and comprehensive loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents comprise cash and Guaranteed Investment Certificates of three months or less held in Canadian banks and subject to insignificant risk of change in value.

Page 7 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
3.Material accounting policy information (continued)

 

(c)Term deposits

 

Term deposits represent Guaranteed Investment Certificates held in Canadian banks with maturities greater than three months but less than twelve months. The Company does not invest in asset-backed or other structured products

 

(d)Foreign currency translation

 

These consolidated financial statements are presented in Canadian dollars. The financial statements for the Company’s subsidiary are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The functional currency of the Company, and the Company’s subsidiary is the Canadian dollar.

 

Transactions and balances

 

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss. Non-monetary assets and liabilities are translated at their historical costs. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

 

Foreign operations

 

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized in other comprehensive income/(loss). On disposal of a foreign operation, the component of other comprehensive income/(loss) relating to that particular foreign operation is recognized in profit or loss.

 

(d)Convertible debt

 

Under the Company’s convertible debentures policy, the host debt liability, equity conversion feature and other (when applicable) components of convertible debentures are presented separately on the statement of financial position, at initial recognition. The Company determines the carrying amount of the financial liability by discounting the stream of future payments at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows.

 

The liability component is then increased by accretion of the discounted amounts to reach the face value of the convertible debentures at maturity which is recorded in the statement of loss and comprehensive loss as accretion expense.

Page 8 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
3.Material accounting policy information (continued)

 

(j)Convertible debt (continued)

 

The carrying amount of other components (when applicable), such as warrants, is determined using the Black-Scholes Model. The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability and the carrying amounts of any other components (when applicable) from the amount of the convertible debentures, and is presented in equity as an equity component of convertible debentures.

 

The transaction costs are allocated between the liability and equity components, on a pro-rata basis according to their carrying amounts.

 

(k)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and evaluation of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

Page 9 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
3.Material accounting policy information (continued)

 

(k)Exploration and evaluation assets (continued)

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

 

(l)Agents warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholders’ equity.

 

(m)Flow-through shares

 

The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow through share into i) a flow through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon qualifying expenditures being incurred, the Company derecognizes the liability and recognizes the premium as other income. Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be· subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-Back Rule, in accordance with the Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

 

(n)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

Page 10 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
3.Material accounting policy information (continued)

 

(n)Share capital (continued)

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis, based on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(o)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants consist of stock options and restricted share units (“RSUs”).

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

 

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

Page 11 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
3.Material accounting policy information (continued)

 

(p)Research and development costs

 

Research costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate all the following (i) The technical feasibility of completing the intangible asset so that the asset will be available for use or sale (ii) Its intention to complete and its ability and intention to use or sell the asset (iii) How the asset will generate future economic benefits (iv) The availability of resources to complete the asset (v) The ability to measure reliably the expenditure during development. During the period ended June 30, 2025, the Company did not meet these criteria; accordingly, all research and development expenditures were expensed as incurred.

 

(q)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

(r)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is similarly calculated except it is assumed that outstanding stock options and warrants, with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. Diluted loss per share does not adjust the loss attributable to common shareholders when the effect is anti-dilutive.

 

(s)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

Page 12 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
3.Material accounting policy information (continued)

 

(t)Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

 

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. Refer to Note 9.

 

(u)Asset Retirement Obligations

 

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its in situ recovery (ISR) projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability based on completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to the consolidated statement of loss and comprehensive loss in the period. The Company reviews and evaluates to asset retirement obligations annually or more frequently if deemed necessary.

Page 13 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
4.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional and reporting currency of the parent company, F3 Uranium Corp., and its subsidiaries, F4 Uranium Corp. and Fission Energy Peru S.A.C., is the Canadian dollar. The determination of functional currency was based on the factors set out in IAS 21 The Effects of Changes in Foreign Exchange Rates. Assessing functional currency requires judgment in identifying the primary economic environment in which each entity operates, and the Company reassesses this determination if events or conditions indicate a change in those underlying factors; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

In connection with the August 15 2024 spin-out of F4 Uranium Corp. (“F4”), the Company exercised significant judgement in determining whether it retained significant influence over F4 as defined in IAS 28 Investments in Associates and Joint Ventures. Although four of the five directors of F4 also served on the Board of F3 at various points during the fiscal year, management concluded that F3 does not have significant influence over F4. This conclusion was based on an assessment and conclusion that F4 is independently governed, with no contractual rights, options, or veto powers that allow F3 to direct or participate in F4’s financial or operating policies.

 

Estimates

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes Option Pricing Model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

Page 14 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
5.New accounting pronouncements

 

Amendments to IAS 1 Presentation of Financial Statements regarding the classification of liabilities as current or non-current are effective for annual reporting periods beginning on or after January 1, 2024. These amendments are already effective for the Company’s fiscal year ending June 30, 2025. The Company has assessed the impact of adopting these amendments and determined that they did not result in a material change to the consolidated financial statements.

 

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS 18 before that date.

 

The Company has not yet determined the impact of these amendments on its consolidated financial statements, and has not early adopted IFRS 18.

Page 15 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
6.F4 Uranium Corp. Plan of Arrangement

 

Reorganization

 

The Company obtained a final order from the Supreme Court of British Columbia dated August 13, 2024, approving the Arrangement. The Arrangement was previously approved by shareholders of the Company at a special meeting on August 8, 2024. Under the terms of the Arrangement, holders of the Company’s common shares as of the close of business on August 14, 2024 (the day prior to the effective date of August 15, 2024), were entitled to receive: (i) one new common share of the Company and (ii) one-tenth of an F4 share for each common share held. All outstanding options, warrants, and restricted share units of the Company were adjusted according to the plan of arrangement, as detailed in F3’s management information circular dated June 28, 2024. As a result of the Arrangement, the Company lost control over F4 and ceased consolidating the operations of F4 on August 15, 2024.

 

The carrying value and fair value of the net assets transferred to F4 on August 15, 2024, pursuant to the Arrangement, consisted of the following:

 

   $ 
     
Carrying value of net assets transferred   8,131,667 
Fair value of net assets transferred   7,405,044 
Loss on transfer of spin out assets   726,623 

 

The fair value of net assets transferred was measured at the fair value of the shares issued by F4 Uranium Corp. to the existing shareholders of the Company upon completion of the Arrangement.

 

Holders of the Company’s stock options exchanged each previously held option for a new option to acquire a common share of the Company and a new option to acquire a common share of F4. The exercise price of the options in the Company were reduced by to reflect the comparative fair values of the Company and F4 on completion of the Arrangement.

 

Holders of the Company’s warrants, upon exercise of the warrants at the original exercise price, will receive one Company common share and 0.1 of a F4 common share. The Company, acting as agent for F4, shall collect and pay to F4 Uranium Corp. an amount equal to 10% of the gross proceeds to reflect the comparative fair values of F3 and F4 on completion of the Arrangement. As a result, the Company’s warrant value was reduced by $400,000 based on relative proportion of the comparative fair values of the Company and F4 on completion of the Arrangement.

 

The Arrangement resulted in a reduction of share capital of $6,981,633.

Page 16 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
7.Amounts receivable

 

   As at June 30, 2025   As at June 30, 2024 
   $   $ 
Sales tax receivable   294,916    921,695 
Other receivables   16,014    41,231 
    310,930    962,926 
  
8.Assets held for distribution

 

Pursuant to the planned Spin-Out, the Company transferred the Properties to F4 in exchange for 49,366,951 shares of F4 being distributed to F3 shareholders. The distribution was approved by the Company shareholders at a special meeting of the Company shareholders held on August 8, 2024. The Properties were reclassified to assets held for distribution at June 30, 2024 at a value of $7,948,249. During the year ended June 30, 2025, certain assets related to the Key Lake Area which were classified as held for distribution were not transferred, and were written off for a total mineral property impairment charge of $839,997.

 

9.Right-of-use asset and lease liability

 

On September 17, 2021, the Company entered a five-year office lease with an arm’s length landlord commencing November 1, 2021. For the first 36 months, the Company will pay $3,275 per month and for the remainder of the term the monthly payments will be $3,488. The Company has recognized a right-of-use (“ROU”) asset in respect to this lease, which is included in right-of-use asset on the statement of financial position.

 

Below is a summary of the activities related to right-of-use office lease asset for the indicated periods:

 

Right-of-use-asset  $ 
As at June 30, 2023, 2024 and 2025   133,434 
      
Accumulated depreciation     
Balance at June 30, 2023   44,478 
Depreciation   25,789 
As at June 30, 2024   70,267 
Depreciation   27,071 
As at June 30, 2025   97,338 
      
Net Book Value     
As at June 30, 2024   63,167 
As at June 30, 2025   36,096 

Page 17 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
9.Right-of-use asset and lease liability (continued)

 

The Company has also recognized a lease liability for this lease, which was initially measured at the present value of the future lease payments, discounted using the Company’s incremental borrowing rate of 18%.

 

Below is a summary of the activities related to lease liabilities for the following periods:

 

   $ 
Balance, June 30, 2023   102,852 
Interest   15,476 
Lease payments   (38,696)
Balance, June 30, 2024   79,632 
Interest   11,103 
Lease payments   (41,002)
Balance, June 30, 2025   49,733 
      
Current portion of lease liability   29,899 
Non-current lease liability   49,733 
Balance, June 30, 2024   79,632 
Current portion of lease liability   36,253 
Non-current lease liability   13,480 
Balance, June 30, 2025   49,733 

 

From July 1, 2024 to June 30, 2025, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes. From July 1, 2025 to the October 31, 2026 end of the lease, the Company is obligated to pay a base lease of $3,275 per month before applicable taxes.

 

10.Marketable securities and investments

 

The Company’s marketable securities consist of investments in public company shares. A breakdown of the shares held was as follows:

 

Traction Uranium Corp.

 

   Number of Shares   Fair Value 
       $ 
Balance, June 30, 2023   3,628,171    1,269,860 
Sale of shares   (907,043)   (317,465)
Loss on change in fair value   -    (761,916)
Balance, June 30, 2024   2,721,128    190,479 
Loss on change in fair value   -    (117,009)
Share consolidation*   (2,449,015)   - 
Balance, June 30, 2025   272,113    73,470 

 

*Traction Uranium Corp. consolidated its outstanding shares on a ten-to-one basis as of September 26, 2024 record date.

Page 18 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
10.Marketable securities and investments (continued)

 

Traction Uranium Corp. (continued)

 

During the year ended June 30, 2024, the Company sold 907,043 Traction shares for net proceeds of $341,452, resulting in realized gain on sale of $23,987.

 

SKRR Exploration Inc.

 

   Number of Shares   Fair Value 
       $ 
As at June 30, 2023   1,000,000    175,000 
Acquisition (Note 10)   605,000    78,650 
Loss on change in fair value   -    (93,150)
Balance, June 30, 2024   1,605,000    160,500 
Sale of securities   (100,000)   (17,500)
Loss on change in fair value   -    (64,675)
Share consolidation*   (1,203,750)   - 
Balance, June 30, 2025   301,250 *   78,325 

 

*SKRR Exploration Inc. consolidated its outstanding shares on a four-to-one basis as of November 25, 2024 record date.

 

During the year ended June 30, 2024, the Company received 605,000 shares of SKRR Exploration Inc. with a fair value of $78,650 as consideration for the sale of Clearwater West mineral property rights (Note 11).

 

During the year ended June 30, 2025, the Company sold 100,000 SKRR shares for net proceeds of $14,835, resulting in realized gain on sale of $2,665.

 

F4 Uranium Corp.

 

   Number of Shares   Fair Value 
       $ 
Balance, June 30, 2024   -    - 
Purchase of securities   6,250,000    937,500 
Loss on change in fair value   -    (406,250)
Balance, June 30, 2025   6,250,000    531,250 

 

During the year ended June 30, 2025, the Company purchased 6,250,000 shares of F4 Uranium Corp. at $0.15 per share for a total purchase price of $937,500. The fair value of these F4 shares at June 30, 2025 was $531,250.

Page 19 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
10.Marketable securities and investments (continued)

 

Other investment

 

On May 29, 2023, the Company purchased a 3.125% undivided interest in a Cessna Citation CJ2+ from AirSprint Inc. for a total consideration of $217,672 ($160,000 USD); and a further $215,553 ($160,000 USD) was paid during the year ended June 30, 2024 for an additional 3.125% undivided interest. The undivided interest can be sold to a third party purchase at any time.

 

On August 19, 2024, the Company sold its 3.125% interest in the Cessna Citation CJ2+ for net proceeds of $137,749.

 

The consideration paid to purchase the interest was recorded as an investment.

Page 20 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
11.Exploration and evaluation assets

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims.

 

The Company holds the Patterson Lake Area Property, located in Saskatchewan, Canada. The Company holds a 100% interest in 42 claims (June 30, 2024 – 51 claims) at the Patterson Lake Area Property.

 

On August 15, 2024, the Company transferred the following agreements, claims, and concessions to F4 as part of the Arrangement:

 

(a)Clearwater West Property, Saskatchewan, Canada

 

The Company held a 100% interest in 3 claims at the Clearwater West property.

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 ($50,000 received).

 

ii.The issuance of 1,000,000 common shares of SKRR (received with a fair value of $225,000) (Note 10).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (F4 assumed this right).

 

Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (received with a fair value of $78,650) (Note 10). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024 (received cash June 4, 2024.

Page 21 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
11.Exploration and evaluation assets (continued)

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the year ended June 30, 2024, the total consideration received comprised $78,650 in SKRR shares, $39,500 in cash which were both offset against the capitalized exploration and evaluation expenditures, to reduce the $4,728 balance to $nil and the remainder of $113,422 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

(b)Wales Lake Property, Saskatchewan, Canada

 

The Company held a 100% interest in 31 claims at the Wales Lake Property.

 

(c)Key Lake Area, Saskatchewan, Canada

 

The Company held a 100% interest in 5 properties that comprise the Key Lake Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Bird Lake Property, 1 claim

 

(ii)Hobo Lake Property, nil claims

 

(iii)Lazy Edward Bay Property, 11 claims

 

(iv)Seahorse Lake Property, 3 claims

 

(v)Grey Island, 22 claims

 

(vi)Henderson Lake, 1 claim

Page 22 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 

11.       Exploration and evaluation assets (continued)

 

(d)Hobo Lake

 

On January 16, 2024, F4 and CanAlaska Uranium Ltd. (“CanAlaska”) entered into a swap agreement, where the Company transferred all rights and interests in the Hobo Lake Property to CanAlaska, and CanAlaska transferred all rights and interests in the Patterson West Property to the Company (included in Patterson Lake North Property). The agreement was executed with no monetary consideration; instead, the exchange was based on equivalent values of the properties involved.

 

In exchange for the Hobo Lake Property, the Company received CanAlaska’s rights and title to their Patterson West claims, as well as a 2.5% net smelter royalty on the Hobo Lake Property of which 1% may be repurchased for $3,000,000. In exchange for the Patterson West Property, CanAlaska received the Company’s rights and title to their Hobo Lake Property claims, as well as a 2.5% net smelter royalty on the Patterson West property of which 1% may be repurchased for $3,000,000.

 

(e)Beaver River Property, Hearty Bay Property and Midas

 

The Company held a 100% interest in 2 properties that comprise the Beaverlodge/ Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Beaver River Property, 9 claims

 

(ii)Hearty Bay Property, 7 claims

 

(iii)Midas, nil claim

 

Based on the lack of planned expenditures on a certain claims, an impairment indicator was identified for the Midas property which includes its Thomson Lake and remaining North Shore claims. During the year ended June 30, 2024, additional capitalized costs of $110,190 representing the carrying value of Hobo Lake was transferred to Patterson West as an acquisition cost.

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada

 

The Company held a 100% interest in 29 claims in other uranium properties in and around the Northeast Athabasca Basin area.

Page 23 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
11.Exploration and evaluation assets (continued)

 

Murphy Lake Option Agreement

 

On May 29, 2024, the Company entered into a definitive agreement with Canadian GoldCamps Corp. (“GoldCamps”), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company’s Murphy Lake Property.

 

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended June 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company on July 26, 2024 (unpaid). In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:

 

i.$150,000 on or before the date that is six (6) months after the July 26, 2024;

 

ii.$150,000 on or before the date that is twelve (12) months after the Initial July 26, 2024;

 

iii.$150,000 on or before the date that is eighteen (18) months after the July 26, 2024; and

 

iv.$150,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

 

i.total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the July 26, 2024; and

 

ii.additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

All expenditures required to be made by GoldCamps may either make the required expenditures or pay the Company in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to this option agreement.

 

In order to maintain the option agreement in good standing, GoldCamps shall, on or before the date that is ten (10) business days after the date that Canadian GoldCamps has completed one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date. All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four- month resale restriction imposed by applicable securities legislation. Failure to issue the common shares to F4 in accordance with the schedule will result in the termination of the Initial Option.

 

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

Page 24 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
11.Exploration and evaluation assets (continued)

 

Murphy Lake Option Agreement (continued)

 

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

 

i.pay $250,000 on or before the date that is thirty (30) months after July 26, 2024;

 

ii.pay $250,000 on or before the date that is thirty-six (36) months after July 26, 2024; and

 

iii.incur additional expenditures of $8,000,000 on or before the date that is thirty-six (36) months after July 26, 2024.

 

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter royalty (“NSR Royalty”), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (“Traction”) whereby Traction has the opportunity to acquire up to a 70% interest in two properties controlled by the Company: the Hearty Bay Project and the Lazy Edward Bay Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Hearty Bay Option Agreement (the “Hearty Bay Agreement”), the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period ($150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. During the year ended June 30, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at June 30, 2024, the Company incurred $1,660,974 in eligible expenditures and has a commitment to spend the remaining $339,026. For the year ended June 30, 2024, the amount is included in accounts payable.

Page 25 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
11.Exploration and evaluation assets (continued)

 

On July 15, 2024, the Company returned the remaining $339,026 commitment to Traction due to unfavorable weather conditions that impeded the completion of exploration work.

 

During the year ended June 30, 2024, $479,881 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss relating to the Hearty Bay Property.

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter return royalty (“NSR”) on the property.

 

During the year ended June 30, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $Nil.

Page 26 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
11.Exploration and evaluation assets (continued)

 

As at June 30, 2025    
   Patterson Lake
North Area
 
   $ 
Acquisition costs     
Balance, beginning of year   52,543 
Additions   - 
Balance, June 30, 2024   52,543 
Exploration costs     
Balance, June 30, 2024   53,421,602 
Incurred during the year:     
Drilling   17,872,958 
Camp and other costs   3,144,231 
Geophysics costs   1,109,828 
Land retention and permitting   4,304 
Reporting and survey   10,141 
Additions   22,141,262 
Recovery   - 
Balance, June 30, 2025   75,615,607 

Page 27 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
11.Exploration and evaluation assets (continued)

 

As at June 30, 2024
   Clearwater
West
   Patterson
Lake North
   Key Lake   Beaverlodge /
Uranium City
   North East
Athabasca
     
   Property   Property   Area   Area   Basin Area   Total 
   $   $   $   $   $   $ 
Acquisition costs                              
Balance, beginning of year   -    52,543    53,961    38,017    15,574    160,095 
Additions   -    -    -    -    -    - 
Balance, end of year   -    52,543    53,961    38,017    15,574    160,095 
Exploration costs
Balance, beginning of year   -    22,636,476    1,387,203    594,111    4,984,220    29,602,010 
Incurred during the year                              
Drilling   3,528    26,919,870    4,912    604,537    6,054    27,538,901 
Camp costs and exploration costs   -    2,550,437    -    65,000    236    2,615,673 
Geological costs   -    4,728    -    126,759    163    131,650 
Geophysics costs   510    2,416,904    1,105    179,155    18,703    2,616,377 
Land retention and permitting   690    10,345    32,484    1,434    9,495    54,448 
Reporting and survey   -    64,858    31,206    10,667    32,330    139,061 
Additions   4,728    31,967,142    69,707    987,552    66,981    33,096,110 
Property swap   -    110,190    (110,190)   -    -    - 
Recovery of costs   (4,728)   -    -    (1,331,093)   (100,000)   (1,435,821)
Balance, end of year   -    54,713,808    1,346,720    250,570    4,951,201    61,262,299 
Reclassified to assets held for distribution        (1,292,206)   (1,400,681)   (288,587)   (4,966,775)   (7,948,249)
Total   -    53,474,145    -    -    -    53,474,145 

Page 28 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
12.Convertible debt

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture financing (the “Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865 (Note 14).

 

The following table summarizes the accounting for the convertible note during the period ended June 30, 2025:

 

   Liability Component   Equity Component 
   $   $ 
Balance – June 30, 2023   -    - 
Initial recognition   10,495,578    3,755,057 
Deferred income tax effect   -    (1,013,865)
Accretion   1,361,197    - 
Interest   (946,500)   - 
Balance – June 30, 2024   10,910,275    2,741,192 
Accretion   2,039,940    - 
Interest   (1,350,000)   - 
Balance, June 30, 2025   11,600,215    2,741,192 

 

The Company settled $450,000 of Denison interest for the year ended June 30, 2025, through the issuance of 1,768,854 shares of the Company.

 

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a 18% discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component, less deferred income tax adjustments.

Page 29 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
13.Flow-through share premium liability

 

A summary of the changes in the Company’s flow-though share premium liability is as follows:

 

Flow-Through Share Premium Liability  June 30,
2025
   June 30,
2024
 
   $   $ 
Opening balance   736,981    2,415,671 
Flow-through share premium on issuance of flow-through common share units   3,251,717    1,474,214 
Settlement of flow-through share premium liability on expenditures incurred   (3,533,000)   (3,152,904)
    455,698    736,981 

 

14.Share Capital and other capital reserves

 

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

 

(a)Share issuances

 

For the year ended June 30, 2025

 

On May 7, 2025, the Company closed a private placement for gross proceeds of $8,000,000, comprising 29,200,000 flow-through Units of the Company at a price of $0.24 per share. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $516,102 in connection with this private placement.

 

On October 31, 2024, the Company closed a private placement for gross proceeds of $8,000,000, comprising 7,500,000 flow-through Units of the Company at a price of $0.375 per unit, and 12,500,000 Saskatchewan flow-through units at a price $0.415 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 at any time on or before October 31, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $640,899 in connection with this private placement. In addition, the Company issued 1,079,650 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.32 per share at any time on or before October 31, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $6,837,716 was recorded in share capital in relation to the common shares and $1,162,284 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 85.585%; risk-free interest rate of 3.07%; expected life of 2 years; and a dividend rate of 0%. A total of $108,192 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,937,717 was attributed to the flow-through premium liability (Note 13).

Page 30 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
14.Share Capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

For the year ended June 30, 2025 (continued)

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $105,543 was recorded as share issuance costs using the following assumptions: a volatility of 85.585%; risk-free interest rate of 3.07%; expected life of 2 years; and a dividend rate of 0%.

 

For the year ended June 30, 2024

 

On May 30, 2024, the Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $733,415 in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $8,349,415 was recorded in share capital in relation to the common shares and $1,725,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%. A total of $132,340 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,474,214 was attributed to the flow-through premium liability (Note 13).

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $152,000 was recorded as share issuance costs using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%.

 

November 27, 2023

 

On November 27, 2023, the Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement with Denison Mines Corp. (Note 12).

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

Page 31 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
14.Share Capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

September 12, 2023 (continued)

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,164,830 in finders fees and share issuance costs in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025. The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.285%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $15,793,000 was recorded in share capital in relation to the common shares and $4,207,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. A total of $245,022 was reclassified from unit issuance costs to reserves for the proportionate share of warrants in the units issued.

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $Nil was attributed to the flow-through premium liability (Note 13).

Page 32 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
14.Share Capital and other capital reserves (continued)

 

(b)Exercise of warrants and options

 

During the year ended June 30, 2025

 

During the year ended June 30, 2025, the Company issued 475,000 common shares for the exercise of options at prices of $0.13 and $0.14 per share for gross proceeds of $54,600.

 

During the year ended June 30, 2024

 

During the year ended June 30, 2024, the Company issued 41,493,674 common shares for the exercise of warrants at prices ranging from $0.13 to $0.26 per share for gross proceeds of $9,181,616. The $26,000 in subscriptions receivable at June 30, 2023 was received during the current year in connection to the exercised warrants. The fair value of warrants exercised, $3,329,459 was reclassified to share capital from reserves.

 

During the year ended June 30, 2024, the Company issued 8,849,496 common shares for the exercise of options at prices ranging from $0.12 to $0.33 per share for gross proceeds of $1,399,737. The fair value of options exercised, $1,211,818 was reclassified to share capital from reserves.

Page 33 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
14.Share capital and other capital reserves (continued)

 

(c)Stock options and warrants

 

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company’s closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

 

Stock option and warrant transactions are summarized as follows:

 

   Stock options   Warrants 
   Number
outstanding
   Weighted
average
exercise price
   Number
outstanding
   Weighted
average
exercise price
 
       $       $ 
Balance, June 30, 2023   29,895,856    0.26 (1)   58,182,085    0.36 
Granted   22,765,000    0.43 (1)   32,744,406 (2)   0.51 
Expired, cancelled or forfeited   (1,038,067)   0.13 (1)   (1,380,078)   0.25 
Exercised   (8,849,496)   0.17 (1)   (41,493,674(2)   0.22 
Net settlement   (324,652)   0.16 (1)   -    - 
Re-administered   405,900    0.12 (1)   45,009 (2)   0.21 
Balance, June 30, 2024   42,854,541    0.33 (1)   48,097,748 (2)   0.49 
Granted   -    -    11,079,650    0.39 
Exercised   (475,000)   0.11    -    - 
Expired, cancelled or forfeited   (3,410,668)   0.124    (2,587,384)   0.38 
Balance, June 30, 2025   38,968,873    0.22    56,590,014 (2)   0.48 

 

(1)These prices reflect the exercise prices prior to the closing the Arrangement.

 

(2)Pursuant to the reorganization on August 15, 2024 (note 6), the terms of the warrants at that date were modified such that warrant holders will receive a common share of the Company and 0.1 of an F4 common share on exercise of the warrant. The Company, acting as agent for F4, shall collect and pay to F4 an amount equal to 10% of the gross proceeds to reflect the comparative fair values of the Company and F4 on completion of the Arrangement. It was determined that there were no material adjustments necessary on modification of the warrant terms.

Page 34 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
14.Share capital and other capital reserves (continued)

 

As at June 30, 2025, stock options and warrants were outstanding as follows:

 

Stock options    
Number
outstanding
   Exercise
Price
   Number of vested
options
   Expiry date
    $        
 3,833,333    0.078    3,833,333   September 2, 2026
 3,375,000    0.104    3,375,000   October 12, 2026
 600,000    0.124    600,000   October 18, 2026
 2,663,333    0.130    2,663,333   March 8, 2027
 7,569,541    0.215    7,569,541   April 6, 2028
 11,748,333    0.268    9,737,487   December 15, 2028
 9,179,333    0.294    5,938,657   January 12, 2029
 38,968,873         33,717,531    

 

The weighted average remaining life of the stock options is 2.78 years.

 

Warrants        
Number
outstanding
   Exercise
Price
   Number of vested
warrants
   Expiry date
    $        
 20,618,556    0.485    20,618,556   September 12, 2025
 2,239,690    0.485    2,239,690   September 12, 2025
 12,765,958    0.47    12,765,958   May 26, 2025
 8,928,571    0.56    8,928,571   May 30, 2026
 957,589    0.56    957,589   May 30, 2026
 10,000,000    0.40    10,000,000   October 31, 2026
 1,079,650    0.32    1,079,650   October 31, 2026
 56,590,014         56,590,014    

 

The weighted average remaining life of the warrants is 0.71 years.

 

(c)Share-based compensation

 

All options are recorded at fair value using the Black-Scholes option pricing model. During the year ended June 30, 2024, the Company granted 22,765,000 stock options. Pursuant to the vesting schedule of options granted, during the year ended June 30, 2024 share-based compensation of $6,293,275 was recognized in the consolidated statement of loss and comprehensive loss and a further $426,051 was recognized to August 15, 2024. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

   June 30, 2024
Risk-free rate  3.57%
Expected life  5
Expected volatility  102.10%
FV granted price  $0.34

Page 35 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
14.Share capital and other capital reserves (continued)

 

(c)Share-based compensation (continued)

 

On August 15, 2024, pursuant to the Arrangement, all the Company’s options were replaced with options with a lower exercise price which was considered a new option grant. Pursuant to the vesting schedule of options granted that were previously fully vested, during the year ended June 30, 2025, share-based compensation of $3,277,852 was recognized in the consolidated statement of loss and comprehensive loss.

 

The weighted average assumptions used in the Black-Scholes Option Pricing Model for the replacement options were as follows:

 

   June 30, 2024
Risk-free rate  2.78%
Expected life  1.04 years
Expected volatility  130.18%
FV granted price  $0.25
    
(d)Restricted stock units

 

The Company has adopted a restricted share unit plan (the “RSU Plan”), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 41,103,400 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

 

On January 23, 2023, the Company granted 150,000 RSUs to an advisor of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 1, 2023, July 1, 2024 and July 1, 2025. The fair value of these RSUs was determined to be $48,750 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

Page 36 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
14.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

On July 24, 2023, the Company granted 1,000,000 RSUs to a key employee. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 27, 2024, January 27, 2025 and July 27, 2026.

 

The fair value of these RSUs was determined to be $365,000 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 15, 2023, the Company granted 12,590,000 RSUs to officers, directors, employees and consultants. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on December 15, 2024, December 15, 2025 and December 15, 2026. The fair value of these RSUs was determined to be $5,665,500 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

Pursuant to the vesting schedule of RSUs granted during the year ended June 30, 2025 share-based compensation of $2,867,262 (June 30, 2024 - $4,189,599) was recognized in the consolidated statement of loss and comprehensive loss.

 

The continuity of RSUs are summarized below:

 

   Number of RSUs 
Balance as at June 30, 2023   24,243,451 
RSUs granted   13,590,000 
Converted to shares   (2,250,692)
Cancelled   (2,380,382)
Balance as at June 30, 2024   33,202,377 
Exercised   (4,195,701)
Converted to shares   (1,834,052)
Balance as at June 30, 2025   27,172,624 

 

As at June 30, 2025, there were 19,940,098 (June 30, 2024 – 9,448,171) RSUs vested and pending issuance. During the year ended June 30, 2025, $1,474,299 (June 30, 2024 - $599,477) was transferred from reserves to share capital.

Page 37 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
15.Supplemental disclosure with respect to cash flows

 

   June 30, 2025   June 30, 2024 
   $   $ 
Cash and cash equivalents          
Cash   5,655,317    33,547,475 
GIC – 3 months   69,714    - 
    5,725,031    33,616,475 
           
Term deposit – greater than 3 months   10,255,600    - 

 

There were no cash payments for income taxes during the years ended June 30, 2025 and 2024. During the year ended June 30, 2025, the Company received $1,016,425 (June 30, 2024 - $1,788,095) in interest income.

 

Significant non-cash transactions for the year ended June 30, 2025 included:

 

(a)The Company transferred $3,251,717 from share capital to flow-through share premium liability in connection with the issuance of flow-through shares.

 

(b)Reallocation of $1,054,091 out of the total the proceeds received for the private placements to reserves as the value of the warrants issued in connection with the private placements.

 

(c)Incurred $615,168 of exploration and evaluation related expenditures through accounts payable and accrued liabilities.

 

(d)Reallocation of $1,414,677 of redeemed RSUs from reserves to share capital.

 

(e)Fair value of issued brokers’ warrants of $105,543.

 

(f)Recorded $112,500 in interest payable on the convertible debt which was included in accounts payable as at June 30, 2025.

 

(g)Issued 1,768,854 common shares to settle $450,000 in interest payable on the convertible debt

Page 38 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
15.Supplemental disclosure with respect to cash flows (continued)

 

Significant non-cash transactions for the year ended June 30, 2024 included:

 

(a)The Company received 605,000 common shares from SKRR Exploration Inc. valued at $78,650 pursuant to the amended mineral option agreement with the Company for up to a 70% interest in the Clearwater West claims.

 

(b)The Company transferred $1,474,214 from share capital to flow-through share premium liability in connection with the issuance of flow-through shares.

 

(c)Reallocation of $5,932,000 out of the total the proceeds received for the private placements to reserves as the value of the warrants issued in connection with the private placements.

 

(d)Incurred $2,703,026 of exploration and evaluation related expenditures through accounts payable and accrued liabilities.

 

(e)Reallocation of $4,541,277 of exercised warrants and options from reserves to share capital.

 

(f)Reallocation of $3,755,057 from the liability component, of which $2,741,192 was allocated to the equity component of the convertible debt and $1,013,865 was allocated to deferred tax liability.

 

(g)The Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement.

 

(h)Reallocation of $599,477 of redeemed RSUs from reserves to share capital.

 

(i)Fair value of issued brokers’ warrants of $647,000.

 

(j)Mineral exploration commitment to incur $339,026 for the Hearty Bay property, respectively, pursuant to option agreement.

 

(k)Exploration advances of $1,181,093 were recognized as a recovery in exploration and evaluation assets.

 

(l)Reclassified $7,948,249 in exploration and evaluation assets to assets held for distribution.

 

(m)Recorded $112,500 in interest payable on the convertible debt which was included in accounts payable as at June 30, 2024.

Page 39 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
16.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel.

 

   For the years ended 
   June 30,
2025
   June 30,
2024
 
   $   $ 
Wages, consulting and directors’ fees paid or accrued to key management personnel and companies controlled   2,012,583    2,482,883 
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel   4,128,346    6,682,178 
    6,140,929    9,165,061 
           
Exploration and evaluation expenditures   878,909    913,750 
    7,019,838    10,078,811 

 

Included in accounts payable at March 31, 2025 is $33,231 (June 30, 2024 - $85,398) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $314,524 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

These transactions were in the normal course of operations.

 

17.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at June 30, 2025 and June 30, 2024, all of the Company’s assets were in Canada.

Page 40 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
18.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares, stock options, RSUs and warrants.

 

Changes in the equity accounts of the Company are disclosed in the consolidated statements of shareholders equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or debt or dispose of assets. The issuance of common shares or issuance of debt requires approval of the Board of Directors. The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions.

 

The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

19.Financial instruments and risk management

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and term deposits, marketable securities, investments, accounts payable and accrued liabilities, and convertible debt. Cash and cash equivalents and term deposits are measured at amortized cost, and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying value is considered to be a reasonable approximation of fair value due to the short-term nature. For the convertible debt, the fair value approximates the carrying value due to the market rate of interest used by the Company.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

Page 41 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
19.Financial instruments and risk management (continued)

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at June 30, 2025, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities, convertible debt and lease liability. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations.

 

The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and term deposits balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

   Maturity Dates  June 30, 2025   June 30, 2024 
      $   $ 
Accounts payable and accrued liabilities  < 12 months   907,585    3,248,073 
Convertible debt  > 12 months   11,600,215    10,910,275 
  
(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents and term deposits are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As of June 30, 2025, the Company was exposed to moderate interest rate risk given its significant holdings of cash and term deposits subject to changes in prevailing market rates. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

Page 42 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
19.Financial instruments and risk management (continued)

 

Risk management (continued)

 

(d)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(e)Commodity price risk

 

The Company is still in the exploration stage, and therefore commodity prices are not reflected in operating financial results. However, fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration activities.

 

20.Commitments

 

During the current and prior fiscal years, the Company entered into various consulting agreements with consultants and officers to provide various services. In the event of termination without cause or a change of control, the Company is committed to paying severance. This severance ranges from six months of consulting fees, with an additional one month of fees for each twelve months of service to three years of fees (the “Severance Period”).

 

In the event there is a change in control and these individuals are terminated within the Severance Period, the Company will be liable to cover $4,137,000 in termination fees.

Page 43 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
21.Income Taxes

 

A reconciliation of current income taxes at statutory rates of 27% (2024: 27%) with the reported taxes is as follows:

 

   2025   2024 
   $   $ 
Loss before income taxes   (12,337,909)   (15,326,273)
Expected income tax expense (recovery)   (3,331,000)   (4,138,000)
Permanent differences   798,000    2,094,000 
True up   110,000    (767,000)
Change in tax impact on unrecognized temporary differences   2,819,000    9,213,000 
Total income tax expense   396,000    6,402,000 
Income tax expense included in equity   -    (1,013,865)
Income tax expense to the statement of loss and comprehensive loss   396,000    5,388,135 

 

Significant components of the Company’s consolidated deferred income tax assets (liabilities) are as follows:

 

Deferred tax asset (liability)  2025   2024 
   $   $ 
Exploration and evaluation assets   (15,521,000)   (12,618,000)
Property and equipment   24,000    24,000 
Right-of-use assets   (10,000)   (17,000)
Lease liability   13,000    21,000 
Share issuance costs   837,000    831,000 
Marketable securities   385,000    344,000 
Non-capital losses   6,432,000    4,157,000 
Allowable capital losses   -    - 
Convertible debt   (918,000)   (1,104,000)
Net deferred tax liabilities recognized   (8,758,000)   (8,362,000)

 

The significant components of the Company’s unrecognized deductible temporary differences and unused tax losses are as follows:

 

   2025   Expiry
date
  2024   Expiry
date
   $      $    
Capital losses   2,635,000   None   2,635,000   None
Property and equipment   17,000   None   17,000   None
Exploration and evaluation assets   3,228,000   None   3,228,000   None
Total unrecognized deductible temporary differences and taxes losses   5,880,000       5,880,000    

 

Tax attributes are subject to review, and potential adjustment, by tax authorities.

Page 44 

 

F3 Uranium Corp.
Notes to the consolidated financial statements
For the years ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
 
22.Subsequent Events

 

On October 3, 2025, the Company closed a bought deal private placement for gross proceeds of $20,000,000 comprising:

 

25,000,000 units at a price of $0.20 per unit,

 

14,814,815 non-critical mineral flow-through (NFT) Units at C$0.27 per NFT Unit;

 

16,666,667 federal flow-through (FFT) Units at C$0.30 per FFT Unit; and

 

18,181,818 Saskatchewan flow-through (SFT) Units at C$0.33 per SFT Unit.

 

Each unit comprised one common share and one-half of one common share purchase warrant. Each flow-through unit comprised one flow-through common share and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share at a price of $0.30 for a period of 36 months from closing.

 

The Company incurred cash commissions totaling $1,095,619, representing 5.5% of the gross proceeds (subject to a reduced 2.75% rate on subscriptions from the President’s List).

 

The Company also issued 4,091,975 broker warrants to the underwriters, equal to 5.5% of the number of flow-through units sold (2.75% on President’s List sales). Each broker warrant is exercisable into one common share at an exercise price of C$0.30 per share until October 3, 2028

 

Subsequent to June 30, 2025, the following additional share issuances occurred:

 

On July 8, 2025, the Company issued 478,723 convertible debt interest shares.

 

On July 10, 2025, the Company issued 174,590 shares from RSU exercises.

 

On July 10, 2025 and July 17, 2025, 4,687 and 158,333 shares were issued from option exercises.

Page 45 

 

 

Exhibit 99.79

 

(LOGO)

 

Management’s Discussion & Analysis

 

F3 Uranium Corp.

 

For the years ended

June 30, 2025

 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of June 30, 2025, should be read in conjunction with the audited financial statements for the year ended June 30, 2025, along with the accompanying notes of F3 Uranium Corp. (the “Company”).

 

Additional information related to the Company is available for viewing on SEDAR+ at www.sedarplus.ca. Further information including news releases and property maps are available on the Company’s website at www.f3uranium.com, or by requesting further information from the Company’s head office located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., President & COO of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host uranium deposits. The preference is to evaluate early-stage properties with the potential to host uranium deposits and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means.

 

The Company has approximately 42,961 ha of exploration properties with uranium potential in Saskatchewan in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FISOF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Corporate goals

 

Overall

 

The Company’s goals are to discover potentially economic uranium deposits through exploration and to develop them. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of some of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Paladin’s uranium deposit at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radiometric airborne surveys; the same technology used to identify the high-grade boulder field and subsequently the Triple R deposit at PLS.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Spin-out of F4 Uranium Corp.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 42,961 hectares, will remain with F3. It is expected that the Spin-Out will be affected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act. On August 15, 2024, F3 completed the Spin-Out of F4 Uranium Corp.

 

Summary of significant accomplishments and corporate developments for the fourth quarter ended June 30, 2025

 

On April 15, 2025 the company announced a new discovery, which it named the Tetra Zone, in the PW Area of Broach Lake, 13 km south of the JR Zone, with drillhole PLN25-205 intersecting radioactivity over a total of 33.0m including 0.56m of high radioactivity (>10,000 cps) at 398.34m correlating with visible pitchblende. The discovery drillhole was a follow up of drillhole PLN25-202 which encountered six distinct zones of anomalous radioactivity, with readings ranging between 300 cps and 720 cps over a 90m downhole interval. This area was targeted using ground moving loop time domain electromagnetic (MLTDEM) survey data collected earlier in the 2025 winter program. Continued drilling to define, delineate and expand the Tetra Zone resulted in strike growth of the radioactivity with drillhole PLN25-210 intersecting 21.0m composite radioactivity in a 32m step-out along strike to the northwest from discovery hole PLN25-205.

Page | 2

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at June 30, 2025 is shown below:

 

Property Location Ownership Claims Hectares Stage Carrying value
Patterson Lake Area            
Patterson Lake North Athabasca Basin Region, SK 100% 2 4,074 3 75,329,311
Broach Athabasca Basin Region, SK 100% 17 19,023 3 284,271
Minto Athabasca Basin Region, SK 100% 23 19,864 3 2,025
Total: Patterson Lake Area     42 42,961   75,615,607
Totals     42 42,961   75,615,607

  

Exploration Stage:

 

1.Prospecting (none at June 30, 2025)

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling (none at March 31, 2025)

 

3.Drilling

 

The Company’s properties are located within the southwest Athabasca Basin Region, also referred to here as the Patterson Lake Area, an emerging mining district that includes Paladin’s Triple R uranium deposit and NexGen Energy Ltd.’s Arrow uranium deposit. This area is prospective for uranium mineralization in both basement and unconformity hosted models.

 

The Patterson Lake Area is a key focus for the company and includes 42,961 hectares in three properties.

 

Patterson Lake Area, Canada

 

The Patterson Lake Area has been the focus of two of the more significant, recently discovered deposits in the Athabasca Basin; Paladin’s Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The Patterson Lake Area portfolio consists of 42 claims and 42,961 ha on three properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Paladin’s Triple R deposit.

 

Recent developments on the Patterson Lake Area properties include:

 

Patterson Lake North (PLN) Property

 

The PLN property consists of 2 claims covering 4,074 ha and is located 17 km to the north of Paladin’s PLS property hosting the Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

 

A summary of exploration activity on the PLN property is as follows:

 

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

 

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m within 0.012% U3O8 over 6.0 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization. In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor.

Page | 3

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

 

A fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

 

This drilling program totalling 7,575 m expanded the known length of the JR Zone to 105 m.

 

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

 

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

Page | 4

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra-high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of 10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra-high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up-dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity. PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade 0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

 

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandstone immediately above the JR Zone, 3.5 km away. Hole PLN23-095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093. PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

 

By September 19, 2023, the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the southeast than the previously defined historical A1 and parallel and offset B1 conductors.

 

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023. The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101. PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

 

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23-101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

Page | 5

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued) 

 

The fall 2023 drill program concluded on December 11, 2023, with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

 

The winter drill program ran between January – April 2024 with a total of 12,100.0 m in 30 completed diamond drillholes and 38 completed sonic drill pre-casings.

 

The JR Zone continued to deliver high-grade intercepts including PLN23-116 on line 075S, with 12.0 m of 7.6% U3O8 from 224.0 m to 236.0 m, including 8.0 m of 11.2% U3O8 and 2.0 m of 31.4% U3O8. Also hole PLN24-137 which returned 15.0 m of 3.2% U3O8, including a high grade 2.5 m interval averaging 18.6% U3O8, further including the ultra high-grade core with 1.5 m of 30.3% U3O8. Further south along the A1 conductor/shear hole PLN24-131 on line 795S intersected 0.5 m of 0.010% U3O8 between 252.5 m and 253.0 m. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the development of the Athabasca Basin. Highlights from the B1 shear zone included hole PLN24-122 collared on line 3450S that returned 0.5 m of 0.022% U3O8 from 596.5 m to 597.0 m. 

 

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. The SQUID EM coverage was interpreted and integrated with previous resistivity. The resulting GTEM inversion was used to successfully extend the strike length of the B1 conductor which was validated with drill hole PLN24-168.

 

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, was completed in the early summer of 2024. A total of 11,408 stations were measured within the PLN claims. A final gravity inversion has been prepared and delivered by convolutions geoscience. The resulting inversion has been used to highlight priority targets along the A1 and B1 shear zones.

 

A summer drill program is ongoing along the A1 & B1 shear zones. As of November 24, 2024 a total of 21,753.3 m had been drilled in 47 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include a drill-confirmed extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. In addition, exploration drilling south of the Harrison Fault discovered the extension of the A1 shear 400 m beyond its previously interpreted southern extent, and 3.2 km south of the JR Zone. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-161 on line 035S which returned 10.5 m of 2.66% U3O8, including a high grade 2.0 m interval averaging 12.0% U3O8, further including an ultra-high-grade core of 0.5 m of 20.7% U3O8.

 

Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m. Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m.

Page | 6

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Patterson Lake North Property (continued)

 

At the completion of the 2024 drilling on December 15, 2024, a total of 22,952.3m was completed in 50 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include the drill confirmation of the “A1 shear zone extension” targeting the continuation of the A1 shear zone on the southeastern side of the Harrison Fault. Continued B1 exploration has increased the geologic understanding of the structure and intersected prospective geology. Infill drilling at the A1 shear hosting JR Zone continued to return significant high-grade intersections, including PLN24-176 on line 035S which returned 7.5 m of 30.9% U3O8, including a high grade 5.5m interval averaging 42.2% U3O8, further including an ultra-high-grade core of 4.5 m of 50.1% U3O8.

 

F3 Uranium contracted Abitibi Geophysics to conduct a ~65km ground EM survey. Fourteen kilometers were conducted on the Minto property over the A4 grid and 41km were conducted on the Broach Lake Property over the Patterson Lake West (PW) grid. The goal of the survey was to generate exploration targets for 2025 drill testing. The A4 grid covers the A4 conductor located to the north of the A1 conductor which hosts JR. The PW grid is F3’s first exploration program in the area. VTEM and drilling conducted by a previous operator indicate a possible conductive response near the boundary of the Athabasca Basin. The survey was completed March 2025.

 

As of March 31st, a total of 1,597.0m was completed in the W2025 program in 5 completed diamond drill holes and 8 completed sonic pre-casings. Highlights include PLN25-200 returned mineralization over 20.0m, including 2.25m of high grade (>10,000 cps) containing 0.68m of off-scale mineralization (>65,535 cps). Two Pre-cased holes remain in the ground at JR Zone ready for future drilling which are anticipated to be drilled in Q1 2026. Drilling in Q4, 2025 was focused on drilling to define, delineate and expand the new Tetra Zone discovery in the PW area of the Broach Lake Property.

 

Broach Property

 

The Broach Property comprises 17 claims totaling 19,023 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

 

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Paladin’s Triple R deposit and NexGen’s Arrow deposit.

 

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

 

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

 

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected ’sandstone chimney’ alteration that was indicated by the ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

 

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

Page | 7

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers.

 

Broach Property (continued)

 

The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate drill targets.

 

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 12,710 stations were measured within the Broach claims. Final data has been received and interpreted by Convolutions Geosciences and is currently being used to prioritize areas for follow up ground-EM.

 

One hole was drilled on the Broach Lake property targeting an interpreted extension of the B1 shear zone to the southeast. PLN24-182 was unsuccessful in intersecting the B1 shear zone. Final geochemical data is pending and geological interpretation is ongoing.

 

Between Jan 2025 and March 2025 42km of time-domain electromagnetic survey (TDEM) was completed over the Broach Lake Property. The intention of the survey was to model basement conductors seen in historic VTEM and publicly available EM surveys from surrounding properties. Interpretation showed that the survey was successful in modeling weak basement conductors now ready for drill testing.

 

In March 2025 drill testing began on the targets generated from the TDEM data on the Broach Lake Property. As of March 31st, 2025 three drill holes have been completed with two drill holes abandoned across two target areas. A total of 1740.0m were drilled. PLN25-201 was collared on line 12510S targeting the interpreted BL-03 conductor. This hole was unsuccessful in explaining the modeled conductor. PLN25-202 was collared on line 11325S targeting the interpreted BL-03 conductor. PLN25-202 was successful in intersecting weakly elevated radioactivity with six distinct zones of anomalous radioactivity, with readings ranging between 300 cps and 720 cps over a 90m downhole interval. PLN25-203B was collared 175m behind PLN25-202 following an updated model of conductor BL-03 downdip of radioactivity intersected in PLN25-202. The hole was unsuccessful in intersecting significant radioactivity or explaining the modeled conductor.

 

From April 1st, 2025 to June 30, 2025 eight holes were completed with one drill hole abandoned. A total of 6,048.1m were drilled. Drillhole PLN25-204 tested 60m up-dip of PLN25-202, successfully intersecting the targeted rock units but again with no anomalous radioactivity. Despite these results, one more follow-up to PLN25-202 targeting approximately 50m down-dip. This hole, PLN25-205, intersected radioactivity over a total of 33.0m, starting at a vertical depth of 325m from surface, including 0.56m of high radioactivity (>10,000 cps) at 398.4m correlating with visible pitchblende. This new discovery was announced on April 15, 2025, named the Tetra Zone and located 13km south of the JR Zone.

 

Following the new discovery in drillhole PLN25-205 drilling focused on trying to expand the new Tetra Zone. Strike growth of the radioactivity was realized with drillhole PLN25-210 intersecting 21.0m composite radioactivity in a 32m step-out along strike to the northwest of PLN25-205.

Page | 8

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Minto Property

 

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

 

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong ‘late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

A single test line of ground magneto-tellurics (MT) was completed over the ‘N’ conductor in October 2013.

 

During winter-spring 2014 surveys in the A4 Extension area and the ‘N’ conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted to define drill targets.

 

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the ‘N’ conductor target. A total of 1,157 m was drilled.

 

The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper basement derived conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate new drill targets.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 1,748 stations were measured within the Minto claims. Final data has been received and interpreted. The data was used to prioritize areas of the claims for follow up ground-EM.

 

Between Jan 2025 and March 2025 approximately 13 line-km of moving loop time domain electromagnetic (MLTDEM) ground geophysical survey was completed over the Minto Property. The survey was targeting a suspected conductive corridor parallel to the A1 conductor to the South. The survey and subsequent interpretation was successful in identifying conductive responses. Drill targeting for the area is still under review.

Page | 9

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply / demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011. 

 

Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed:

 

Country In Operation Under construction Planned Proposed
China 48 14 42 168
India 22 7 14 28
Russia 39 3 24 22
USA 94 2 3 18
Canada 19 - - 2
Japan 33 2 1 8
Saudi-Arabia - - - 16
South Korea 24 4 - 2
Ukraine 15 2 - 2
Others 148 19 20 59
Total 442 53 104 325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020) 

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others. It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production.

Page | 10

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward.

 

U3O8 prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC – the world’s largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations.

 

This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require frontloading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price. It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities – thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

Page | 11

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

Additionally, with its ongoing shutdown of McArthur River and prior suspension of Cigar Lake, Cameco will continue to have to buy significant pounds in the spot market. As of its most recent quarterly update, Cameco claims that it is the world’s largest purchaser in the spot market and has acquired over 50mm lbs from the spot market to date.

 

Uranium demand/supply fundamentals

 

(MAP)

 

(Source: EIA, Euratom - Future contract coverage rates)

 

Emerging Demand – Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

Page | 12

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

China – driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium. Additional long-term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

Page | 13

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

 

(MAP)

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

However, we continue to see improvements. Japan is currently operating a total of nine reactors, of which two were first restarted in 2015 and seven more have restarted since. A further 18 reactors are currently in the restart approval process with 16 of them already clearing government requirements for restart. This is in addition to the two reactors under construction and nine new reactors being planned or proposed. With reactors coming back online and plans to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

While the first wave of reactor restarts in Japan is not expected to immediately increase uranium demand as they would likely draw from existing inventory, it should increase confidence that Japan’s utility companies most likely will not sell their uranium fuel stockpiles into the market.

Page | 14

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its McClean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs). With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 15

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

Recently, conflict between the United States and Iran has resulted in accusations of Iran breaking the 2015 agreement that limited its nuclear program, taking the first step toward re-imposing United Nations sanctions. The European countries started the clock on what is anticipated to be 60 days of negotiations with Iran about coming back into full compliance with the nuclear deal. If they cannot resolve their dispute under the agreement, the United Nations could revive sanctions on Iran that had been suspended, including an arms embargo.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

Page | 16

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S. While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit

Page | 17

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Uranium outlook (continued)

 

Uranium market

 

(MAP)

 

(Source: UxC LLC, www.uxc.com: November 2020) 

 

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars.

 

 

June 30,

2025

June 30,

2024

June 30,

2023

  $ $ $
Net loss (12,733,909) (20,714,408) (10,175,600)
Total assets 93,047,378 97,878,306 50,447,412
Current liabilities 1,399,536 4,353,979 4,162,660
Shareholders’ equity 71,276,147 74,202,319 44,245,128
Basic and diluted loss per common share (0.03) (0.05) (0.03)

Page | 18

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting

 

  June 30, March 31, December 31, September 30,
  2025 2025 2024 2024
  $ $ $ $
Exploration and evaluation assets 75,615,607 69,312,736 64,127,231 58,607,236
Working capital 15,700,663 16,904,473 23,216,911 24,058,684
Net income (loss) (2,989,437) (5,441,771) (4,430,131) (5,851,443)
Net profit (loss) per share basic and diluted (0.01) (0.01) (0.01) (0.01)
         
  June 30, March 31, December 31, September 30,
  2024 2024 2023 2023
  $ $ $ $
Exploration and evaluation assets 53,474,145 54,370,172 43,963,819 37,796,929
Working capital 39,553,790 32,102,384 43,650,451 28,842,003
Net income (loss) (3,152,423) (17,515,539) 366,581 (413,026)
Net profit (loss) per share basic and diluted (0.01) (0.04) 0.00 (0.00)

 

 

For the three months ended September 30, 2023, major costs comprised consulting, admin, and marketing activity, while recoveries and interest income helped reduce overall loss, and no share-based costs were recorded in this quarter. By December 31, 2023, general expenses slightly increased, mainly from consulting and admin, while marketing activity stayed active and reduced by items such as flow-through recovery and interest. For the quarter ended March 31, 2024, a large increase in share-based compensation and debenture-related charges increased overall loss, while other operational costs stayed more stable compared to earlier in the year. The June 30, 2024 quarter saw an increase share-based compensation, while regular spending such as consulting and admin appeared smaller in relation to the non-cash expenses. By September 30, 2024, expenses came down after the spin-out, with consulting and admin lower than latter portion of fiscal 2024. The December 31, 2024 quarter saw share-based compensation increase again with December vesting, while other operating costs were steady. For the March 31, 2025 quarter, expenses eased back as the one-time vesting passed, though ongoing share-based compensation kept totals higher than early fiscal 2025. The June 30, 2025 quarter saw reduced share-based compensation, and routine admin and consulting charges remained.

Page | 19

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three and twelve months ended June 30, 2025

 

The Company had a net loss of $2,989,437 and $12,733,909 for the three and twelve-months ended June 30, 2025, compared to a net loss of $3,152,423 and net loss of $20,714,408 for the comparable prior periods. The change in net loss is primarily attributable to the following factors: 

 

Higher share-based compensation was realized across the twelve-months comparative period however this dropped when comparing three three-months ended. The variance can be attributed to timing option grants, and vesting schedules.

 

Increased business development costs across twelve-months ended June 30, 2025 supporting public and institutional awareness and seeking potential strategic partners. These costs support the Company’s visibility in the capital markets and help identify and advance new corporate opportunities. The increase also includes community engagement costs, such as contributions to First Nations groups connected with the Company’s exploration projects. During the three-months ended, business development costs decreased due to timing of expenses incurred.

  

A flow-through share premium was realized across both the three and twelve-months comparative which reduced overall net loss.

 

Property investigation expense decreased across both the three and twelve-months.

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at June 30, 2025 the Company had cash, cash equivalents $5,725,031 and term deposit of $10,255,600 and a working capital balance of $15,700,663. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures. 

 

Financing 

 

On May 7, 2025, the Company closed a private placement for gross proceeds of $8,000,000, comprising 29,200,000 flow-through Units of the Company at a price of $0.24 per share. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $516,102 in connection with this private placement.

Page | 20

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Liquidity and capital resources (continued)

 

On October 31, 2024, the Company closed a private placement for gross proceeds of $8,000,000, comprising 7,500,000 flow-through Units of the Company at a price of $0.375 per unit, and 12,500,000 Saskatchewan flow-through units at a price $0.415 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.40 at any time on or before October 31, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $640,899 in connection with this private placement. In addition, the Company issued 1,079,650 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.32 per share at any time on or before October 31, 2026.

 

Convertible Debenture

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture (“Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865.

 

The Company will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the Company’s 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of a change of control transaction, the Company may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.

Page | 21

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel.

 

  For the years ended
 

June 30,

2025

June 30,

2024

  $ $
Wages, consulting and directors’ fees paid or accrued to key management personnel and companies controlled 2,012,583 2,482,883
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel 4,128,346 6,682,178
  6,140,919 9,165,061

Exploration and evaluation expenditure

878,909 913,750
  7,019,838 10,078,811

 

Included in accounts payable at March 31, 2025 is $33,231 (June 30, 2024 - $85,398) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $314,524 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company.

 

Outstanding share data

 

As at the date of this document, the Company has 624,471,898 common shares issued and outstanding, 38,968,873 incentive stock options outstanding with exercise prices ranging from $0.078 to $0.294 per share, 35,247,724 warrants outstanding with exercise prices ranging from $0.32 to $0.56 per share, and 26,879,289 restricted stock units outstanding.

Page | 22

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Financial instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

Page | 23

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Financial instruments (continued)

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

  

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at June 30, 2025, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest. 

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities. 

 

  Maturity Dates June 30, 2025 June 30, 2024
    $ $
Accounts payable and accrued liabilities < 12 months 907,584 3,248,073
Convertible debt > 12 months 11,600,215 10,910,275

Page | 24

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Financial instruments (continued) 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at June 30, 2025, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate. 

 

(c)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(d)Commodity price risk

 

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

Page | 25

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

In connection with the August 15 2024 spin-out of F4 Uranium Corp. (“F4”), the Company exercised significant judgement in determining whether it retained significant influence over F4 as defined in IAS 28 Investments in Associates and Joint Ventures. Although four of the five directors of F4 also served on the Board of F3 at various points during the fiscal year, management concluded that F3 does not have significant influence over F4. This conclusion was based on an assessment and conclusion that F4 is independently governed, with no contractual rights, options, or veto powers that allow F3 to direct or participate in F4’s financial or operating policies.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes option pricing model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts and therefore do not necessarily provide certainty as to their recorded values.

Page | 26

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Key estimates and judgments (continued)

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

Material accounting policy information

 

A summary of the Company’s material accounting policy information is included in Note 3 of the consolidated financial statements for the year ended June 30, 2025.

 

Cautionary notes regarding forward-looking statements

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes.

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

Page | 27

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended June 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(LOGO)

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 28

 

 

Exhibit 99.80

 

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

 

I, RYAN CHEUNG, Chief Financial Officer, for F3 Uranium Corp. certify the following:

 

1.Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of F3 Uranium Corp. (the “issuer”) for the financial year ended June 30, 2025.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: October 28, 2025

 

“Ryan Cheung”  
RYAN CHEUNG
Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)     controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)    a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1 

 

 

Exhibit 99.81

 

Form 52-109FV1

Certification of Annual Filings

Venture Issuer Basic Certificate

 

I, DEVINDER RANDHAWA, Chief Executive Officer, for F3 Uranium Corp. certify the following:

 

1.Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of F3 Uranium Corp. (the “issuer”) for the financial year ended June 30, 2025.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings.

 

Date: October 28, 2025

 

“Devinder Randhawa”  
DEVINDER RANDHAWA
Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)     controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)    a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1 

 

 

Exhibit 99.82

 

F3 Hits 2.30m >10,000 cps Within 29.5m Radioactivity - 15m Step-Out at Tetra

 

Kelowna, British Columbia--(Newsfile Corp. - November 10, 2025) - F3 Uranium Corp (TSXV: FUU) (OTCQB: FUUFF) (“F3” or “the Company”) is pleased to announce initial scintillometer results from its ongoing drill program on the Tetra Zone on the Broach Property, including a highly radioactive intercept in PLN25-219A which tested for mineralization in the down plunge direction of PLN25-217 (see NR August 5, 2025) and intersected mineralization over a total of 29.5m, 27.5m of which is continuous and includes 2.30m of >10,000 cps between 396.70m and 407.30m.

 

Sam Hartmann, Vice President Exploration, commented:

 

“This fall drill program is intended to confirm the orientation of the shears hosting the Tetra Zone. These initial drill intercepts validate a plunge direction of the uranium mineralization to the northwest, with PLN25-219A successfully intercepting 15m down-plunge from PLN25-217. In terms of radioactivity, this is the strongest result to date at Tetra — very strong radioactivity up to 30,500 cps was hosted in the same altered and sheared gneissic units, exhibiting the usual Tetra Zone alteration features including strong clay, hematite, sericite and bleaching (Image 3). Graphite and sulphides remain totally absent in this system, correlating with the very weak conductive response from ground EM surveys. We will continue drilling this system in both directions — up-plunge and down-plunge. PLN25-218 experienced excessive dip and azimuth deviation and did not intersect the target zone. We are also providing a long- section along the plunge direction, to help visualize these results, please see (Images 2&3) along with the plan map.”

 

Fall 2025 Handheld Spectrometer Highlights:

 

Tetra Zone

 

PLN25-219A (line 11250S):

 

2.0m radioactivity between 384.0m and 386.0m, and

 

27.5m radioactivity between 392.0m and 419.5m, including

 

0.20m of mineralization of > 10,000 cps radioactivity between 396.70 – 396.90m with a peak of 11,000 cps

 

0.35m of mineralization of > 10,000 cps radioactivity between 397.15 – 397.50m with a peak of 22,800 cps

 

0.20m of mineralization of > 10,000 cps radioactivity between 398.00 – 398.20m with a peak of 10,200 cps

 

0.75m of mineralization of > 10,000 cps radioactivity between 398.50 – 399.25m with a peak of 30,500 cps

 

0.20m of mineralization of > 10,000 cps radioactivity between 404.00 – 404.20m with a peak of 12,800 cps

 

0.60m of mineralization of > 10,000 cps radioactivity between 406.70 – 407.30m with a peak of 14,500 cps

 

 

Table 1. Drill Hole Summary and Handheld Spectrometer Results

 

Collar Information * Hand-held Spectrometer Results On
Mineralized Drillcore
(>300 cps / >0.5m minimum)
Athabasca
Unconformity
Depth
(m)
Total
Drillhole
Depth
(m)
Hole ID Section
Line
Easting Northing Elevation Az Dip From
(m)
To
(m)
Interval
(m)
Max
CPS
PLN25-218 11265S 589358 6398028 582 52 -85 405.50 406.00 0.50 300 158.7 593
              410.00 410.50 0.50 330    
              522.00 522.50 0.50 410    
              573.50 574.00 0.50 330    
PLN25-219 11250S 589375 6398051 582 46 -85 Hole Abandoned N/A 41
PLN25-219A 11250S 589375 6398051 582 54 -86 384.00 384.50 0.50 490 162.4 500
              384.50 385.00 0.50 900    
              385.00 385.50 0.50 1400    
              385.50 386.00 0.50 300    
              392.00 392.50 0.50 1000    
              392.50 393.00 0.50 3000    
              393.00 393.50 0.50 <300    
              393.50 394.00 0.50 720    
              394.00 395.50 1.50 <300    
              395.50 396.00 0.50 1400    
              396.00 396.50 0.50 1400    
              396.50 396.70 0.20 3600    
              396.70 396.90 0.20 11000    
              396.90 397.00 0.10 2600    
              397.00 397.15 0.15 2800    
              397.15 397.50 0.35 22800    
              397.50 398.00 0.50 2000    
              398.00 398.20 0.20 10200    
              398.20 398.50 0.30 7200    
              398.50 399.00 0.50 30500    
              399.00 399.25 0.25 18300    
              399.25 399.50 0.25 1700    
              399.50 400.00 0.50 9300    
              400.00 400.50 0.50 3000    
              400.50 401.00 0.50 <300    
              401.00 401.50 0.50 320    
              401.50 402.00 0.50 490    
              402.00 402.50 0.50 860    
              402.50 403.00 0.50 380    
              403.00 403.50 0.50 730    
              403.50 404.00 0.50 3800    
              404.00 404.20 0.20 12800    
              404.20 404.50 0.30 7300    
              404.50 405.00 0.50 4800    
              405.00 405.50 0.50 2000    
              405.50 406.00 0.50 930    
              406.00 406.50 0.50 1900    
              406.50 406.70 0.20 3100    
              406.70 407.00 0.30 12100    
              407.00 407.30 0.30 14500    
              407.30 407.50 0.20 3200    
              407.50 408.00 0.50 1500    
              408.00 408.50 0.50 540    
              408.50 409.00 0.50 550    
              409.00 409.50 0.50 <300    
              409.50 410.00 0.50 730    
              410.00 410.50 0.50 <300    
              410.50 411.00 0.50 540    
              411.00 411.50 0.50 690    
              411.50 412.00 0.50 1700    
              412.00 412.50 0.50 2100    
              412.50 413.00 0.50 490    
              413.00 415.00 2.00 <300    
              415.00 415.50 0.50 1400    
              415.50 416.00 0.50 1100    
              416.00 416.50 0.50 1100    
              416.50 418.00 1.50 <300    
              418.00 418.50 0.50 350    
              418.50 419.00 0.50 1900    
              419.00 419.50 0.50 340    

 

Handheld spectrometer composite parameters:

 

1:Minimum Thickness of 0.5m

 

2:CPS Cut-Off of 300 counts per second

 

3:Maximum Internal Dilution of 2.0m

 

 

(MAP)

 

Map 1. Tetra Zone Drill Holes with Scintillometer Results

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/273772_dd18082434e1da4f_002full.jpg

 

 

(MAP)

 

Image 1. Tetra Zone Scintillometer Results – Long Section – A-A’

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/273772_dd18082434e1da4f_003full.jpg

 

 

(MAP)

 

Image 2. Tetra Zone Scintillometer Results – Cross Section Line 11250S – B-B’

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/273772_dd18082434e1da4f_004full.jpg

 

 

(MAP)

 

Image 3. Tetra Zone – PLN25-219A Mineralized Drillcore

 

To view an enhanced version of this graphic, please visit: https://images.newsfilecorp.com/files/8110/273772_dd18082434e1da4f_005full.jpg

 

The natural gamma radiation detected in the drill core, as detailed in this news release, was measured in counts per second (cps) using a handheld Radiation Solutions RS-125 spectrometer which has been calibrated by Radiation Solutions Inc. The Company designates readings exceeding 300 cps on the handheld spectrometer (occasionally referred to as a scintillometer in industry terminology; this stems from historical naming conventions and the shared functionality of detecting gamma radiation between a spectrometer and a scintillometer)—as “anomalous”, readings above 10,000 cps as “highly radioactive”, and readings surpassing 65,535 cps as “off-scale”. However, readers are cautioned that spectrometer or scintillometer measurements often do not directly or consistently correlate with the uranium grades of the rock samples and should be regarded solely as a preliminary indicator of the presence of radioactive materials.

 

Samples from the drill core are split into half sections on site. Where possible, samples are standardized at 0.5m down-hole intervals. One-half of the split sample is sent to SRC Geoanalytical Laboratories (an SCC ISO/IEC 17025: 2005 Accredited Facility) in Saskatoon, SK while the other half remains on site for reference. Analysis includes a 63 element suite including boron by ICP-OES, uranium by ICP-MS and gold analysis by ICP-OES and/or AAS.

 

The Company considers uranium mineralization with assay results of greater than 1.0 weight % U3O8 as “high grade” and results greater than 20.0 weight % U3O8 as “ultra-high grade”.

 

All depth measurements reported are down-hole and true thicknesses are yet to be determined.

 

About the Patterson Lake North Project:

 

The Company’s 42,961-hectare 100% owned Patterson Lake North Project (PLN) is located just within the south-western edge of the Athabasca Basin in proximity to Paladin’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits, an area poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN Project consists of the 4,074-hectare Patterson Lake North Property hosting the JR Zone Uranium discovery approximately 23km northwest of Paladin’s Triple R deposit, the 19,864-hectare Minto Property, and the 19,022-hectare Broach Property hosting the Tetra Zone, F3’s newest discovery 13km south of the JR Zone. All three properties comprising the PLN Project are accessed by Provincial Highway 955.

 

 

Qualified Person:

 

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and approved on behalf of the company by Raymond Ashley, P.Geo., President & COO of F3 Uranium Corp, a Qualified Person. Mr. Ashley has reviewed and approved the data disclosed.

 

This news release may refer to neighboring properties in which F3 Uranium has no interest, and the Qualified Person has been unable to verify the information from those properties. Mineralization on those neighboring properties is not necessarily indicative of mineralization on the PLN Project. For additional information on the PLN Project, please refer to the report titled “Technical Report on the Patterson Lake North Project, Northern Saskatchewan, Canada” prepared by SLR International Corporation with a signing date of January 25, 2023and an effective date of November 20, 2023 available at www.sedarplus.ca, and prepared in accordance with NI 43-101.

 

About F3 Uranium Corp.:

 

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and Broach. The western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R project and NexGen’s Arrow project.

 

Forward Looking Statements

 

This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are “forward-looking statements.” These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

 

The TSX Venture Exchange and the Canadian Securities Exchange have not reviewed, approved or disapproved the contents of this press release, and do not accept responsibility for the adequacy or accuracy of this release.

 

F3 Uranium Corp.

750-1620 Dickson Avenue

Kelowna, BC V1Y9Y2

 

Contact Information

Investor Relations

Telephone: 778 484 8030

Email: ir@f3uranium.com

 

 

ON BEHALF OF THE BOARD

“Dev Randhawa”

Dev Randhawa, CEO

 

(F3 URANIUM LOGO)

 

To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/273772

 

 

 

Exhibit 99.83

 

(LOGO)

 

www.f3uranium.com

 

TSX VENTURE SYMBOL: FUU
OTC SYMBOL: FUUFF
FSE: GL7

 

F3 Engages Connect 4 Marketing

 

Kelowna, British Columbia— (Newsfile Corp. – Nov. 26, 2025) – F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (“F3” or the “Company”) is pleased to announce that it has entered into a digital marketing services agreement with Connect 4 Marketing Ltd. (“Connect4”)

 

Connect4 will provide the Company with comprehensive digital marketing services including content creation (videos, ad creatives, landing pages), influencer management, newsletter coordination, and targeted advertising campaigns in both English and German markets.

 

The term of the agreement is for 12 months beginning November 25, 2025, with the option to extend by mutual agreement.

 

Under the agreement, the Company will pay Connect4 an initial service fee of $28,000 CAD, followed by service fees of $20,000 CAD every 60 days, up to a maximum aggregate service commitment of $108,000 CAD. Additionally, the Company has committed to an advertising and influencer marketing budget of $72,000 CAD for the initial 60-day period, followed by $80,000 CAD for each subsequent 60-day period, up to a maximum aggregate ad-spend commitment of $392,000 CAD. The agreement is subject to TSXV approval.

 

Connect4 is registered in Brossard, Quebec at 702-5505 Boulevard Du Quartier, Brossard, J4Z0R9 and can be reached at Carlos@connect4marketing.ca or by phone @ 1 (514) 970-1316.

1 of 2

 

 

About F3 Uranium Corp.:

 

F3 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium currently has 3 properties in the Athabasca Basin: Patterson Lake North, Minto, and BroachThe western side of the Athabasca Basin, Saskatchewan, is home to some of the world’s largest high grade uranium deposits including Paladin’s Triple R and Nexgen’s Arrow.

 

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

 

Contact Information
Investor Relations
Telephone: 778-484-8030
Email: ir@f3uranium.com

 

ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, CEO

 

Forward Looking Statements

 

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include ability to complete the private placement, market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates, opinions, or other factors should change.

 

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

2 of 2

 

 

Exhibit 99.84

 

 

 

 

 

 

 

 

 

 

(LOGO)

 

 

Condensed Interim Consolidated Financial Statements

 

(Unaudited – prepared by management)

 

 

 

 

F3 Uranium Corp.

 

For the Three-Month Period Ended

September 30, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed consolidated interim financial statements for the three-month period ended September 30, 2025.

 

Table of contents

 

Consolidated statements of financial position 1
   
Consolidated statements of loss and comprehensive loss 2
   
Consolidated statements of changes in shareholders’ equity 3
   
Consolidated statements of cash flows 4
   
Notes to the consolidated financial statements 5-36

 

 

F3 Uranium Corp.
Condensed interim consolidated statements of financial position
(Expressed in Canadian dollars)

 

   Notes   September 30, 2025
(unaudited)
   June 30, 2025
(audited)
 
ASSETS       $    $ 
Current assets              
Cash and cash equivalents  15    587,357    5,725,031 
Term Deposits  15    10,427,319    10,255,600 
Amounts receivable  7    247,042    310,930 
Marketable securities  10    777,140    683,045 
Prepaid expenses       133,362    125,593 
        12,172,220    17,100,199 
Non-current assets              
Long term investments  10    295,476    295,476 
Right-of-use asset  9    29,328    36,096 
Exploration and evaluation assets  11    78,897,688    75,615,607 
TOTAL ASSETS       91,394,712    93,047,378 
               
LIABILITIES              
Current liabilities              
Accounts payable and accrued liabilities  16    680,211    907,585 
Lease liability – short term  9    27,744    36,253 
Flow-through share premium  13    -    455,698 
               
Non-current liabilities       707,955    1,399,536 
Lease liability – long term  9    13,480    13,480 
Convertible debt  12    11,797,160    11,600,215 
Deferred income tax liability  12    8,758,000    8,758,000 
TOTAL LIABILITIES       21,276,596    21,771,331 
               
SHAREHOLDERS’ EQUITY              
Share capital  14    106,130,319    105,895,441 
Reserves  14    36,534,799    36,231,800 
Equity portion of convertible debt  12    2,741,192    2,741,192 
Accumulated deficit       (75,288,194)   (73,592,286)
TOTAL SHAREHOLDERS EQUITY       70,118,116    71,276,147 
TOTAL LIABILITIES AND
SHAREHOLDERS’ EQUITY
       91,394,712    93,047,378 
Nature of operations (Note 1)              
Commitments (Note 19)              
Subsequent events (Note 21)              

 

Approved by the Board of Directors and authorized for issuance on December 1, 2025:

 

“Devinder Randhawa”  “Terrence Osier”
Director  Director

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 1

 

F3 Uranium Corp.
Consolidated statements of loss and comprehensive loss
(Expressed in Canadian dollars - Unaudited)

 

   Notes   For the three
months ended
September 30,
2025
   For the three
months ended
September 30,
2024
 
EXPENSES        $    $ 
Accretion expense   12    534,445    503,387 
Business development        151,650    56,570 
Consulting and director fees   16    808,929    1,064,562 
Depreciation   9    6,768    6,768 
Exploration costs        -    4,935 
Office and administration        86,885    441,567 
Professional fees        158,816    152,392 
Public relations and communications        136,118    459,405 
Lease interest   9    1,955    2,182 
Share-based compensation   14,16    428,818    2,489,012 
Wages and benefits   16    91,388    159,564 
Net loss before other items        (2,405,772)   (5,340,345)
                
Other items:               
Flow-through share recovery tax   13    455,698    - 
Interest income        122,271    356,865 
Reorganization   6    -    (711,660)
Change in fair value of marketable securities   10    131,895    (156,303)
Write-off of deposits               
         709,864    (511,098)
                
Loss and Comprehensive loss for the period        (1,695,908)   (5,851,443)
Basic and Diluted Loss Per Share        (0.003)   (0.01)
Weighted Average Number of Shares Outstanding – Basic and Diluted        531,664,246    484,764,310 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 2

 

F3 Uranium Corp.

Condensed interim consolidated statements of shareholders’ equity

(Expressed in Canadian dollars - Unaudited)

 

Share capital

 

               Equity portion         
   Number of           of convertible   Accumulated     
   Shares   Amount   Reserves   debt   Deficit   Total 
       $   $   $   $   $ 
Balance, June 30, 2024   493,352,709    101,518,149    30,801,355    2,741,192    (60,858,377)   74,202,319 
Share issuance costs   -    (1,753)   -    -    -    (1,753)
Conversion of RSUs   50,000    16,250    (16,250)   -    -    - 
Reorganization        -    -    -    (7,020,007)   (7,020,007)
Convertible debt interest shares   316,901    112,500    -    -    -    112,500 
Share-based compensation   -    -    2,489,012    -    -    2,489,012 
Gain on sale of mineral property   -    -    (400,000)   -    -    (400,000)
Net loss for the period   -    -    -    -    (5,851,443)   (5,851,443)
Balance, September 30, 2024   493,719,610    101,645,146    32,874,117    2,741,192    (73,729,827)   63,530,628 
                               
Balance, June 30, 2025   548,992,265    105,895,441    36,231,800    2,741,192    (73,592,286)   71,276,147 
Share issuance costs   -    (79,486)   -    -    -    (79,486)
Options exercised   171,666    71,642    (32,902)   -    -    38,740 
Conversion of RSUs   293,334    130,223    (90,067)   -    -    40,156 
Employee net settlement shares   (127,390)   -    (2,851)   -    -    (2,851)
Convertible debt interest shares   478,723    112,500    -    -    -    112,500 
Share-based compensation   -    -    428,818    -    -    428,818 
Net loss for the period   -    -    -    -    (1,695,908)   (1,695,908)
Balance, September 30, 2025   549,808,598    106,130,320    36,534,798    2,741,192    (75,288,194)   70,118,116 

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 3

 

F3 Uranium Corp.
Condensed interim consolidated statements of cash flows
(Expressed in Canadian dollars - Unaudited)

 

   For the three
months ended
September 30,
   For the three
months ended
September 30,
 
   2025   2024 
   $   $ 
OPERATING ACTIVITIES          
Net loss   (1,695,908)   (5,851,443)
Non-cash items:          
Accretion interest   534,445    502,659 
Depreciation and amortization   6,768    6,768 
Interest on lease   1,955    3,227 
Realized (gain) loss on marketable securities   3,408    - 
Share based compensation   428,818    2,489,012 
Reorganization        711,660 
Flow-through share tax recovery   (455,698)   (567,495)
Unrealized (gain) loss on marketable securities   (131,895)   156,303 
Changes in non-cash working capital items:          
Amounts receivable   63,888    588,863 
Prepaid expenses and deposits   (7,768)   (10,987)
Accounts payable and accrued liabilities   (227,375)   (2,346,634)
Net cash used in operating activities   (1,479,362)   (4,318,066)
INVESTING ACTIVITIES          
Exploration and evaluation assets additions, net of recoveries   (3,282,081)   (4,918,816)
Proceeds from sale of plane investment   -    205,425 
Proceeds from sale of shares   34,392      
Net cash provided by investing activities   (3,247,689)   (4,713,391)
FINANCING ACTIVITIES          
Private placement proceeds          
Finders’ fees and share issuance costs   (9,919)   (1,753)
Options exercised   34,042    - 
Share Issuance costs for net settlements   (27,563)   - 
Interest paid   (225,000)   - 
Lease payments   (10,464)   (9,825)
Net cash provided by financing activities   (238,904)   (11,578)
Net cash change during period   (4,965,955)   (9,043,035)
Cash and cash equivalents, beginning of the year   15,980,631    33,616,476 
Cash, cash equivalents & term deposits, end of the period   11,014,676    24,573,441 

 

Supplemental disclosure with respect to cash flows (Note 14)

 

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

Page 4

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

1.Nature of operations

 

F3 Uranium Corp. (the “Company”) was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act. The Company’s principal business activity is the acquisition and exploration of mineral properties. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company’s head office is located at 750 – 1620 Dickson Ave., Kelowna, BC, V1Y 9Y2 and is listed on the TSX Venture Exchange under the symbol FUU, and on the Frankfurt Stock Exchange under the symbol 2F3.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (also referred to as “F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), will remain with F3. On August 15, 2024 the Company completed a Plan of Arrangement (“Arrangement”) under the provision of the Canada Business Corporations pursuant to which the Properties of F3 were spun-out to F4 (Note 6).

 

The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

 

These condensed interim consolidated financial statements (herein “consolidated financial statements”) have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at September 30, 2025 the Company had cash, cash equivalents and term deposits of $11,014,676 (September 30, 2024 - $24,573,439) and a working capital balance of $11,464,265 (September 30, 2024 - $24,058,684). The Company believes it has sufficient resources to continue operations for the next twelve months.

 

2.Basis of presentation

 

(a)Statement of compliance

 

These consolidated financial statements are unaudited and have been prepared in accordance with International Financial Reporting Standards (“IFRS”) applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting (“IAS 34”) and do not contain all the information required for annual financial statements. These unaudited condensed consolidated interim financial statements should be read in conjunction with the Company’s audited financial statements for the Period ended June 30, 2025 prepared in accordance with IFRS. These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on December 1, 2025.

 

(b)Basis of preparation

 

These consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

Page 5

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

2.Basis of presentation (continued)

 

(c)Basis of consolidation

 

The consolidated financial statements of the Company include Fission Energy Peru S.A.C., which is 100% owned, has been inactive since 2020 and has no assets or liabilities. The Company consolidates the subsidiary when it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. All intercompany balances and transactions are eliminated on consolidation.

 

3.Material accounting policy information

 

(a)Financial instruments

 

Classification

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss and comprehensive loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss and comprehensive loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

Page 6

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(a)Financial instruments (continued)

 

Impairment of financial assets at amortized cost

 

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company shall recognize in the statements of loss and comprehensive loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

 

Derecognition of financial assets

 

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are generally recognized in the statements of loss and comprehensive loss.

 

(b)Cash and cash equivalents

 

Cash and cash equivalents consist of deposits in banks and redeemable term deposits that are readily convertible to cash. The Company’s cash and cash equivalents are invested with major financial institutions and are not invested in any asset backed deposits/investments.

 

(c)Foreign currency translation

 

These consolidated financial statements are presented in Canadian dollars. The financial statements for the Company’s subsidiary are measured using the currency of the primary economic environment in which the subsidiary operates (the “functional currency”). Each subsidiary determines its own functional currency and items included in the financial statements of each entity are measured using that functional currency. The functional currency determinations were conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates.

 

The functional currency of the Company, and the Company’s subsidiary is the Canadian dollar.

 

Transactions and balances

 

Foreign currency transactions are translated into the Company’s functional currency using the exchange rates prevailing at the date of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at exchange rates prevailing at the reporting date are recognized in profit or loss. Non-monetary assets and liabilities are translated at their historical costs.

 

Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss.

Page 7

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(c)Foreign currency translation (continued)

 

Foreign operations

 

The assets and liabilities of foreign operations are translated into Canadian dollars at the rate of exchange prevailing at the reporting date and income and expenses are translated at exchange rates prevailing at the date of transactions. The exchange differences arising on the translation are recognized in other comprehensive income/(loss). On disposal of a foreign operation, the component of other comprehensive income/(loss) relating to that particular foreign operation is recognized in profit or loss.

 

(d)Convertible debt

 

Under the Company’s convertible debentures policy, the host debt liability, equity conversion feature and other (when applicable) components of convertible debentures are presented separately on the statement of financial position, at initial recognition. The Company determines the carrying amount of the financial liability by discounting the stream of future payments at the prevailing market rate for a similar liability of comparable credit status and providing substantially the same cash flows.

 

The liability component is then increased by accretion of the discounted amounts to reach the face value of the convertible debentures at maturity which is recorded in the statement of loss and comprehensive loss as accretion expense.

 

The carrying amount of other components (when applicable), such as warrants, is determined using the Black-Scholes Model. The carrying amount of the equity component is calculated by deducting the carrying amount of the financial liability and the carrying amounts of any other components (when applicable) from the amount of the convertible debentures, and is presented in equity as an equity component of convertible debentures.

 

The transaction costs are allocated between the liability and equity components, on a pro-rata basis according to their carrying amounts.

 

(e)Exploration and evaluation assets

 

The Company records exploration and evaluation assets which consist of the costs of acquiring licenses for the right to explore and costs associated with exploration and evaluation activity, at cost. All direct and indirect costs related to the acquisition, exploration and development of exploration and evaluation assets are capitalized by property.

 

The exploration and evaluation assets are capitalized until the technical feasibility and commercial viability of the extraction of mineral resources in an area of interest are demonstrable. Exploration and evaluation assets are then assessed for impairment and reclassified to mining property and development assets within property and equipment. If an exploration and evaluation property interest is abandoned, both the acquisition costs and the exploration and evaluation costs will be written off to operations in the period of abandonment.

 

On an ongoing basis, exploration and evaluation assets are reviewed on a property-by-property basis to consider if there are any indicators of impairment, including the following:

 

i.Whether the exploration on the property has significantly changed, such that previously identified resource targets are no longer being pursued;

Page 8

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(e)Exploration and evaluation assets (continued)

 

ii.Whether exploration results to date are promising and whether additional exploration work is being planned in the foreseeable future; and

 

iii.Whether remaining claim tenure terms are sufficient to conduct necessary studies or exploration work.

 

If any indication of impairment exists, an estimate of the exploration and evaluation asset’s recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal for the exploration and evaluation property interest and their value in use. The fair value less costs of disposal and the value in use are determined for an individual exploration and evaluation property interest, unless the exploration and evaluation property interest does not generate cash inflows that are largely independent of other exploration and evaluation property interests. If this is the case, the exploration and evaluation property interests are grouped together into cash generating units (“CGUs”) for impairment purposes.

 

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and the impairment loss is recognized in profit or loss for the period.

 

Where an impairment subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate and its recoverable amount, but to an amount that does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior periods. A reversal of an impairment loss is recognized in profit or loss in the period in which that determination was made.

 

(f)Agents warrants

 

Warrants issued to agents in connection with a financing are recorded at fair value using the Black-Scholes Option Pricing Model and charged to share issue costs associated with the offering with an offsetting credit to reserves in shareholders’ equity.

 

(g)Flow-through shares

 

The Company will from time to time, issue flow-through common shares to finance a significant portion of its exploration program. Pursuant to the terms of the flow-through share agreements, these shares transfer the tax deductibility of qualifying resource expenditures to investors. On issuance, the Company bifurcates the flow through share into i) a flow through share premium, equal to the estimated premium, if any, investors pay for the flow-through feature, which is recognized as a liability, and ii) share capital. Upon qualifying expenditures being incurred, the Company derecognizes the liability and recognizes the premium as other income. Proceeds received from the issuance of flow-through shares are restricted to be used only for Canadian resource property exploration expenditures within a two-year period. The Company may also be· subject to a Part XII.6 tax on flow-through proceeds renounced under the Look-Back Rule, in accordance with the Government of Canada flow-through regulations. When applicable, this tax is accrued as a financial expense until paid.

Page 9

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(h)Share capital

 

Share capital includes cash consideration received for share issuances, net of commissions and share issue costs. Common shares issued for non-monetary consideration are recorded at their fair market value based upon the trading price of the Company’s shares on the Exchange on the date of the agreement.

 

The proceeds from the issue of units is allocated between common shares and common share purchase warrants on a prorated basis, based on relative fair values as follows: the fair value of common shares is based on the market close on the date the units are issued; and the fair value of the common share purchase warrants is determined using the Black-Scholes Option Pricing Model.

 

(i)Share-based payments

 

The Company’s share-based compensation plans for employees, Directors, Officers, employees and consultants consist of stock options and restricted share units (“RSUs”).

 

The Company has a stock option plan whereby it is authorized to grant stock options to directors, officers, employees and consultants. Directors, officers, employees and consultants are classified as employees who render personal services to the entity and either i) are regarded as employees for legal or tax purposes, ii) work for an entity under its direction in the same way as directors, officers, employees and consultants who are regarded as employees for legal or tax purposes, or iii) the services rendered are similar to those rendered by employees.

 

The fair value of equity settled stock options issued to employees is measured on the grant date, using the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility of the expected market price of the Company’s common shares and an expected life of the options. The fair value less estimated forfeitures is charged over the vesting period of the related options to profit or loss unless it meets the criteria for capitalisation to the exploration and evaluation assets with a corresponding credit to other capital reserves in equity. Stock options granted with graded vesting schedules are accounted for as separate grants with different vesting periods and fair values.

 

The share-based awards issued to non-employees are generally measured on the fair value of goods or services received unless that fair value cannot be reliably measured. This fair value shall be measured at the date the entity obtains the goods or the counterparty renders service. If the fair value of goods or services received cannot be reliably measured, the fair value of the share-based payments to non-employees are periodically re-measured using the Black-Scholes Option Pricing Model until the counterparty performance is complete.

 

When the stock options are exercised, the proceeds are credited to share capital and the fair value of the options exercised is reclassified from other capital reserves to share capital. The estimated forfeitures are based on historical experience and reviewed on a quarterly basis to determine the appropriate forfeiture rate based on past, present and expected forfeitures.

 

RSUs are measured at their fair value on the date of grant based on the closing price of the Company’s shares on the date of the grant and are recognized as share-based compensation expense over the vesting period, with a corresponding credit to reserve for share-based payments.

Page 10

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(j)Research and development costs

 

Research Costs are expensed as incurred. Development expenditures on an individual project are recognized as an intangible asset when the Company can demonstrate all the following (i) The technical feasibility of completing the intangible asset so that the asset will be available for use or sale (ii) Its intention to complete and its ability and intention to use or sell the asset (iii) How the asset will generate future economic benefits (iv) The availability of resources to complete the asset (v) The ability to measure reliably the expenditure during development. During the period ended September 30, 2025 the Company did not meet these criteria, therefore all research and development expenditures were expensed as incurred in the following criteria therefore all research and development recognized as expenses.

 

(k)Income taxes

 

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the end of each reporting period, and includes any adjustments to tax payable or receivable in respect of previous years.

 

Deferred income taxes are recorded using the liability method whereby deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they are realized or settled, based on the laws that have been enacted or substantively enacted by the end of the reporting period.

 

Deferred tax is not recognized for temporary differences which arise on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting, nor taxable profit or loss.

 

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future tax profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

 

(l)Loss per share

 

The Company presents basic and diluted loss per share for its common shares, calculated by dividing loss attributable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share is similarly calculated except it is assumed that outstanding stock options and warrants, with the average market price that exceeds the average exercise prices of the options and warrants for the year, are exercised and the assumed proceeds are used to repurchase shares of the Company at the average market price of the common shares for the year. Diluted loss per share does not adjust the loss attributable to common shareholders when the effect is anti-dilutive.

 

(m)Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant control over the other party in making financial and operating decisions. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources, services or obligations between related parties.

Page 11

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

3.Material accounting policy information (continued)

 

(n)Leases

 

At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration. The Company assesses whether the contract involves the use of an identified asset, whether it has the right to obtain substantially all of the economic benefits from the use of the asset during the term of the contract and it has the right to direct the use of the asset.

 

The right-of-use asset is subsequently depreciated from the commencement date to the earlier of the end of the lease term, or the end of the useful life of the asset. The right-of-use asset may be reduced due to impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

A lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date discounted by the interest rate implicit in the lease or, if that rate cannot be readily determined the incremental borrowing rate. The lease liability is subsequently measured at amortized cost using the effective interest method. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments, and amounts expected to be payable at the end of the lease term.

 

The Company does not recognize the right-of-use assets and lease liabilities for short-term leases that have a lease term of twelve months or less. The lease payments associated with these leases are charged directly to income on a straight-line basis over the lease term. Refer to Note 8.

 

(o)Asset Retirement Obligations

 

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its in situ recovery (ISR) projects to the pre-existing or background average quality after the completion of mining. Asset retirement obligations, consisting primarily of estimated restoration and reclamation costs at the Company’s ISR projects, are recognized in the period incurred and recorded as liabilities at fair value. Such obligations, which are initially estimated based on discounted cash flow estimates, are accreted to full value over time through charges to accretion expense. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Asset retirement obligations are periodically adjusted to reflect changes in the estimated present value resulting from revisions to the estimated timing or amount of restoration and reclamation costs. As the Company completes its restoration and reclamation work at its properties, the liability is reduced by the carrying value of the related asset retirement liability based on completion of each restoration and reclamation activity. Any gain or loss upon settlement is charged to the consolidated statement of loss and comprehensive loss in the period. The Company reviews and evaluates to asset retirement obligations annually or more frequently if deemed necessary.

 

4.Key estimates and judgements

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Page 12

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

4.Key estimates and judgements (continued)

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp., along with its subsidiaries, F4 Uranium Corp., and Fission Energy Peru S.A.C., is the Canadian Dollar. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes Option Pricing Model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

 

5.New accounting pronouncements

 

In January 2020, the IASB issued amendments to IAS 1, Presentation of Financial Statements, to provide a more general approach to the presentation of liabilities as current or non-current based on contractual arrangements in place at the reporting date.

 

These amendments:

 

specify the rights and condition existing at the end of the reporting period are relevant in terming whether the Company has a right to defer settlement of a liability by at least twelve months;

 

provide that management’s expectations are not a relevant consideration as to whether the Company exercise its right to defer settlement of a liability; and

 

clarify when a liability is considered settled.

Page 13

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

5.New accounting pronouncements (continued)

 

On October 31, 2022, the IASB issued a deferral of the effective date for the new guidance by one year to annual reporting periods beginning on or after January 1, 2024 and is to be applied retrospectively.

 

IFRS 18 Presentation and Disclosure in Financial Statements, which will replace IAS 1, Presentation of Financial Statements aims to improve how companies communicate in their financial statements, with a focus on information about financial performance in the statement of profit or loss, in particular additional defined subtotals, disclosures about management-defined performance measures and new principles for aggregation and disaggregation of information. IFRS 18 is accompanied by limited amendments to the requirements in IAS 7 Statement of Cash Flows. IFRS 18 is effective from January 1, 2027. Companies are permitted to apply IFRS18 before that date.

 

The Company has not yet determined the impact of these amendments on its consolidated financial statements, and has not early adopted IFRS 18.

 

6.F4 Uranium Corp. Plan of Arrangement

 

Reorganization

 

The Company obtained a final order from the Supreme Court of British Columbia dated August 13, 2024 approving the Arrangement. The Arrangement was previously approved by shareholders of the Company at a special meeting on August 8, 2024. Under the terms of the Arrangement, holders of the Company’s common shares as of the close of business on August 14, 2024 (the day prior to the effective date of August 15, 2024), were entitled to receive: (i) one new common share of the Company and (ii) one-tenth of an F4 share for each common share held. All outstanding options, warrants, and restricted share units of the Company were adjusted according to the plan of arrangement, as detailed in F3’s management information circular dated June 28, 2024. Additionally, F4 is no longer a subsidiary of the Company.

 

The Company removed the carrying value of the assets transferred, and the recorded the difference between the fair value and the carrying value of the assets transferred as follows:

 

  $
Exploration and evaluation assets inclusive of deficiency deposits 8,131,667
Fair value of net assets transferred 7,405,044
Loss on transfer of spin out assets 726,623

 

Holders of the Company’s stock options exchanged each previously held option for a new option to acquire a common share of the Company and a new option to acquire a common share of F4. The exercise price of the options in the Company were reduced by to reflect the comparative fair values of the Company and F4 on completion of the Arrangement.

 

Holders of the Company’s warrants, upon exercise of the warrants at the original exercise price, will receive one Company common share and 0.1 of a F4 common share. The Company, acting as agent for F4, shall collect and pay to F4 Uranium Corp an amount equal to 10% of the gross proceeds to reflect the comparative fair values of F3 and F4 on completion of the Arrangement.

Page 14

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

6.F4 Uranium Corp. Plan of Arrangement

 

Reorganization (continued)

 

As a result, the Company’s warrant value was reduced by $400,000 based on relative proportion of the comparative fair values of the Company and F4 on completion of the Arrangement.

 

The arrangement resulted in the reduction of share capital of $6,981,633.

 

7.Amounts receivable

 

   As at September 30,
2025
   As at September 30,
2024
 
   $   $ 
Sales tax receivable   195,465    338,285 
Other receivables   51,577    35,779 
    247,042    374,064 

 

8.Assets held for distribution

 

Pursuant to the planned Spin-Out, the Company transferred the Properties to F4 in exchange for 49,366,951 shares of F4 being distributed to F3 shareholders. The distribution was approved by the Company shareholders at a special meeting of the Company shareholders held on August 8, 2024. The Properties were reclassified to assets held for distribution at June 30, 2024 at a value of $7,948,249. During the year ended June 30, 2025, certain assets related to the Key Lake Area which were classified as held for distribution were not transferred, and were written off for a total mineral property impairment charge of $839,997.

 

9.Right-of-use asset and lease liability

 

On September 17, 2021, the Company entered a five-year office lease with an arm’s length landlord commencing November 1, 2021. For the first 36 months, the Company will pay $3,275 per month and for the remainder of the term the monthly payments will be $3,488. The Company has recognized a right-of-use (“ROU”) asset in respect to this lease, which is included in right-of-use asset on the statement of financial position.

 

Below is a summary of the activities related to right-of-use office lease asset for the indicated periods:

 

Right-of-use-asset    
   $ 
As at June 30, 2023, 2024 and 2025   133,434 
      
Accumulated depreciation     
Balance, June 30, 2025   97,338 
Depreciation   6,768 
Balance, September 30, 2025   103,106 
      
Net booked value   23,302 
As at June 30, 2025   36,096 
As at September 30, 2025   29,328 

Page 15

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

9.Right-of-use asset and lease liability (continued)

 

The Company has also recognized a lease liability for this lease, which was initially measured at the present value of the future lease payments, discounted using the Company’s incremental borrowing rate of 18%.

 

Below is a summary of the activities related to lease liabilities for the following periods:

 

   $ 
As at June 30, 2024   79,632 
Interest   11,103 
Lease payments   (41,002)
As at June 30, 2025   49,733 
Interest   1,955 
Lease payments   (10,464)
As at September 30, 2025   41,224 
      
Current portion of lease liability   27,744 
Non-current lease liability   13,480 
As at September 30, 2025   41,224 

 

From July 1, 2025 to the October 31, 2026 end of the lease, the Company is obligated to pay a base lease of $3,488 per month before applicable taxes.

 

10.Marketable securities and investments

 

The Company’s marketable securities consist of investments in public company shares. A breakdown of the shares held was as follows:

 

Traction Uranium Corp.

 

   Number of Shares   Fair Value 
       $ 
Balance, June 30, 2024   2,721,128    190,479 
Unrealized loss/gain   -    (117,009)
Share consolidation*   (2,449,015)   - 
As at June 30, 2025   272,113    73,470 
Sale of securities   (140,000)   (37,800)
Unrealized loss/gain   -    9,908 
As at September 30, 2025   132,113    45,578 

 

*Traction Uranium Corp. consolidated its outstanding shares on a ten-to-one basis as of September 26, 2024 record date.

Page 16

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

10.Marketable securities and investments (continued)

 

Traction Uranium Corp (continued)

 

During the year ended June 30, 2024, the Company sold 907,043 shares for net proceeds of $341,452, resulting in realized gain on sale of $23,987.

 

During the period ended September 30, 2025, the company sold 140,000 Traction shares for net proceeds of $34,932, resulting in realized loss on sale of $3,408.

 

SKRR Exploration Inc.

 

   Number of Shares   Fair Value 
       $ 
As at June 30, 2024   1,605,000    160,500 
Sale of securities   (100,000)   (17,500)
Loss on change in fair value   -    (64,675)
Share consolidation*   (1,203,750)   - 
As at June 30, 2025   301,250    78,325 
Unrealized loss/gain   -    (3,012)
As at September 30, 2025   301,250    75,313 

 

*SKRR Exploration Inc. consolidated its outstanding shares on a four-to-one basis as of November 20, 2024 record date.

 

During the year ended June 30, 2024, the Company received 605,000 shares of SKRR Exploration Inc. with a fair value of $78,650 as consideration for the sale of Clearwater West mineral property rights (Note 10).

 

During the year ended June 30, 2025, the Company sold 100,000 SKRR shares for net proceeds of $14,835, resulting in realized gain on sale of $2,665.

 

F4 Uranium Corp.

 

   Number of Shares   Fair Value 
       $ 
As at June 30, 2024   -    - 
Additions   6,250,000    937,500 
Unrealized loss   -    (406,250)
As at June 30, 2024   6,250,000    531,250 
Unrealized loss/gain   -    125,000 
As at September 30, 2025   6,250,000    656,250 

Page 17

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

10.Marketable securities and investments (continued)

 

Other investment

 

On May 29, 2023, the Company purchased a 3.125% undivided interest in a Cessna Citation CJ2+ from AirSprint Inc. for a total consideration of $217,672 ($160,000 USD); and a further $215,553 ($160,000 USD) was paid during the year ended June 30, 2024 for an additional 3.125% undivided interest. The undivided interest can be sold to a third party purchase at any time.

 

On August 19, 2024, the Company sold its 3.125% interest in the Cessna Citation CJ2+ for net proceeds of $137,749.

 

The consideration paid to purchase the interest was recorded as an investment.

 

11.Exploration and evaluation assets

 

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims.

 

The Company holds the Patterson Lake North Property, located in Saskatchewan, Canada. The Company holds a 100% interest in 45 claims (June 30, 2025 – 42 claims) at the Patterson Lake North Property.

 

On August 15, 2024, the Company transferred the following agreements, claims, and concessions to F4 as part of the Arrangement:

 

(a)Clearwater West Property, Saskatchewan, Canada

 

The Company helds a 100% interest in 3 claims at the Clearwater West property.

 

On May 10, 2023, the Company entered into an option agreement with SKRR Exploration Inc. (“SKRR”) whereby SKRR has the opportunity to acquire up to a 70% interest in the Company’s Clearwater West Project.

 

On January 10, 2024, the Company entered into an amending agreement with SKKR to extend the time for SKRR to incur the exploration expenditures. In consideration of amending the terms, SKRR will issue to the Company 1,000,000 additional common shares, as outlined below.

 

Pursuant to the Clearwater West Option Agreement (the “Clearwater West Agreement”), the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

 

i.Pay cash payments to the Company of $50,000 ($50,000 received).

 

ii.The issuance of 1,000,000 common shares of SKRR (received with a fair value of $225,000) (Note 10).

 

iii.Incur $3,000,000 in exploration work on the Clearwater West Property (extended to on or before May 10, 2025).

Page 18

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

(a)Clearwater West Property, Saskatchewan, Canada (continued)

 

iv.Issue a further 605,000 common shares of SKRR to the Company upon the approval by the TSX Venture Exchange of the amending agreement (received with a fair value of $78,650) (Note 9). Additionally, SKRR is required to issue an additional 395,000 common shares on or before June 1, 2024 unless subsequent to such share issuance, the Company’s partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024 (received cash June 4, 2024).

 

Upon completion of the 50% interest earn-in, SKRR and the Company will automatically enter into a joint venture and will negotiate to formalize a joint venture agreement. Pursuant to the terms of the Clearwater West Option Agreement, SKRR will have the option to increase its interest in the Clearwater West Property to 70% by making additional cash and exploration expenditures:

 

i.Additional cash payments totalling $50,000 on or before December 31, 2024.

 

ii.Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

 

The Company will retain a 2.0% NSR on the property, of which 1% may be repurchased by SKRR for $1,000,000.

 

During the year ended June 30, 2024, the total consideration received comprised $78,650 in SKRR shares, $39,500 in cash which were both offset against the capitalized exploration and evaluation expenditures, to reduce the $4,728 balance to $nil and the remainder of $113,422 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss.

 

(b)Wales Lake Property, Saskatchewan, Canada

 

The Company held a 100% interest in 31 claims at the Wales Lake Property.

 

(c)Key Lake Area, Saskatchewan, Canada

 

The Company held a 100% interest in 5 properties that comprise the Key Lake Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Bird Lake Property, 1 claim

 

(ii)Hobo Lake Property, nil claims

 

(iii)Lazy Edward Bay Property, 11 claims

 

(iv)Seahorse Lake Property, 3 claims

 

(v)Grey Island, 22 claims

 

(vi)Henderson Lake, 1 claim

 

(d)Hobo Lake

 

On January 16, 2024, F4 and CanAlaska Uranium Ltd. (“CanAlaska”) entered into a swap agreement, where the Company transferred all rights and interests in the Hobo Lake Property to CanAlaska, and CanAlaska transferred all rights and interests in the Patterson West Property to the Company (included in Patterson Lake North Property).

Page 19

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

(d)Hobo Lake (continued)

 

The agreement was executed with no monetary consideration; instead, the exchange was based on equivalent values of the properties involved.

 

In exchange for the Hobo Lake Property, the Company received CanAlaska’s rights and title to their Patterson West claims, as well as a 2.5% net smelter royalty on the Hobo Lake Property of which 1% may be repurchased for $3,000,000. In exchange for the Patterson West Property, CanAlaska received the Company’s rights and title to their Hobo Lake Property claims, as well as a 2.5% net smelter royalty on the Patterson West property of which 1% may be repurchased for $3,000,000.

 

(e)Beaver River Property, Hearty Bay Property and Midas

 

The Company held a 100% interest in 2 properties that comprise the Beaverlodge/ Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

 

(i)Beaver River Property, 9 claims

 

(ii)Hearty Bay Property, 7 claims

 

(iii)Midas, nil claim

 

Based on the lack of planned expenditures on a certain claims, an impairment indicator was identified for the Midas property which includes its Thomson Lake and remaining North Shore claims.. During the year ended June 30, 2024, additional capitalized costs of $110,190 representing the carrying value of Hobo Lake was transferred to Patterson West as an acquisition cost.

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada

 

The Company held a 100% interest in 29 claims in other uranium properties in and around the Northeast Athabasca Basin area.

 

Murphy Lake Option Agreement

 

On May 29, 2024, the Company entered into a definitive agreement with Canadian GoldCamps Corp. (“GoldCamps”), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company’s Murphy Lake Property.

 

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended June 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company on July 26, 2024 (unpaid). In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:

 

i.$150,000 on or before the date that is six (6) months after the July 26, 2024;

 

ii.$150,000 on or before the date that is twelve (12) months after the Initial July 26, 2024;

 

iii.$150,000 on or before the date that is eighteen (18) months after the July 26, 2024; and

 

iv.$150,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

Page 20

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

(f)Northeast Athabasca Basin Area, Saskatchewan, Canada (continued)

 

Murphy Lake Option Agreement (continued)

 

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

 

i.total cumulative expenditures of $5,000,000 on or before the date that is twelve (12) months after the July 26, 2024; and

 

ii.additional expenditures of $5,000,000 on or before the date that is twenty-four (24) months after the July 26, 2024.

 

All expenditures required to be made by GoldCamps may either make the required expenditures or pay the Company in cash for any shortfall, such cash payment to be made within 30 days of the end of the period for which such expenditures are required to be made pursuant to this option agreement.

 

In order to maintain the option agreement in good standing, GoldCamps shall, on or before the date that is ten (10) business days after the date that Canadian GoldCamps has completed one or more equity financings to raise gross proceeds totalling at least $6,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date.

 

All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four- month resale restriction imposed by applicable securities legislation. Failure to issue the common shares to F4 in accordance with the schedule will result in the termination of the Initial Option.

 

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

 

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

 

i.pay $250,000 on or before the date that is thirty (30) months after the July 26, 2024;

 

ii.pay $250,000 on or before the date that is thirty-six (36) months after July 26, 2024; and

 

iii.incur additional expenditures of $8,000,000 on or before the date that is thirty-six (36) months after the July 26, 2024.

 

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter royalty (“NSR Royalty”), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

Page 21

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

Traction Uranium Corp. Option Agreements

 

On December 9, 2021, the Company entered into two Option Agreements with Traction Uranium Corp. (“Traction”) whereby Traction has the opportunity to acquire up to a 70% interest in two properties controlled by the Company: the Hearty Bay Project and the Lazy Edward Bay Project.

 

On February 28, 2023, the Company entered into an amending agreement with Traction to extend the time for Traction to incur the exploration expenditures.

 

Hearty Bay Project

 

Pursuant to the Hearty Bay Option Agreement (the “Hearty Bay Agreement”), the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

 

i.Pay cash payments to the Company of $650,000 over a two-year period ($150,000 received in 2024; $200,000 received in 2023; and $300,000 received in 2022).

 

ii.Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

iii.Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. On March 11, 2022, the Company received $1,000,000 in cash to be used for mineral expenditures. During the year ended June 30, 2024, the Company received an additional $2,000,000 in cash to be used for mineral expenditures. As at June 30, 2024, the Company incurred $1,660,974 in eligible expenditures and has a commitment to spend the remaining $339,026. For the year ended June 30, 2024, the amount is included in accounts payable.

 

On July 15, 2024, the Company returned the remaining $339,026 commitment to Traction due to unfavorable weather conditions that impeded the completion of exploration work.

 

During the year ended June 30, 2024, $479,881 was recognized as a recovery on mineral rights in the consolidated statement of loss and comprehensive loss relating to the Hearty Bay Property.

 

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

 

i.Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

 

ii.Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

 

The Company will retain a 2.0% net smelter return royalty (“NSR”) on the property.

 

During the year ended June 30, 2024, the consideration received was offset against the capitalized exploration and evaluation expenditures, to reduce the balance to $Nil.

Page 22

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

Lazy Edward Project

 

Pursuant to the Lazy Edward Project Option Agreement (the “Lazy Edward Agreement”) the Company granted Traction an option to acquire a 50% interest in the Lazy Edward Project for the following consideration:

 

i)Pay cash payments to the Company of an aggregate of $550,000 over a two-year period (not met - $nil received in 2023; $300,000 received in 2022).

 

ii)Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (the Company received 3,023,476 Traction shares on December 29, 2021 with a fair value of $2,569,955).

 

Incur $4,500,000 in exploration work on the Lazy Edward Property over the first two years of the contract. On May 20, 2022, the Company received $1,500,000 in cash to be used for mineral expenditures. The Company will retain a 2.0% NSR on the property.

 

During the year ended June 30, 2023, Traction terminated the Lazy Edward Agreement.

 

   Patterson 
   Lake North 
   Property 
   $ 
Acquisition costs     
Balance, beginning of year   52,543 
Additions   - 
Balance, end of year   52,543 
Exploration costs     
Balance, beginning of year   75,608,064 
Incurred during the year     
Drilling   2,349,888 
Camp costs and exploration costs   752,010 
Geological costs   - 
Geophysics costs   105,350 
Land retention and permitting   413 
General   - 
Reporting and survey   29,420 
Additions   3,237,081 
As at September 30, 2025   78,897,688 

Page 23

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

11.Exploration and evaluation assets (continued)

 

   Patterson Lake 
   North Area 
   $ 
Acquisition costs     
Balance, beginning of year   52,543 
Additions   - 
Balance, June 30, 2024   52,543 
Exploration costs     
Balance, June 30, 2024   53,421,602 
Incurred during the year:     
Drilling   17,872,958 
Camp and other costs   3,144,231 
Geophysics costs   1,109,828 
Land retention and permitting   4,304 
Reporting and survey   10,141 
Additions   22,141,262 
Recovery   - 
As at June 30, 2025   75,615,607 

Page 24

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

12.Convertible debt

 

On October 18, 2023, the Company closed a $15,000,000 convertible debenture financing (the “Debentures”) with Denison Mines Corp. (“Denison”).

 

The Debentures carry a 9% coupon (the “Interest”), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison’s option into common shares of the Company at a conversion price of $0.56 per share (the “Conversion Price”).

 

The Company, at its sole discretion, may pay up to one-third of the Interest in common shares of the Company issued at a price per common share equal to the volume-weighted average trading price of the Company’s common shares on the TSX Venture Exchange (the “TSXV”) for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.

 

Transaction costs associated with the issuance of the Debenture totaled $749,365, which includes cash payments of $593,500 and the issuance of 380,518 common shares with a fair value of $155,865 (Note 11).

 

The following table summarizes the accounting for the convertible note during the period ended September 30, 2025:

 

   Liability
Component
   Equity
Component
 
   $   $ 
As at June 30, 2024   10,910,275    2,741,192 
Accretion   2,039,940    - 
Interest   (1,350,000)   - 
As at June 30, 2025   11,600,215    2,741,192 
Accretion   534,446    - 
Interest   (337,500)   - 
As at September 30, 2025   11,797,161    2,741,192 

 

For the year ended June 30, 2025, the Company settled $450,000 of accrued Denison interest through the issuance of 1,768,845 shares. During the period ended September 30, 2025, the company settled $112,500 of accrued Denison interest through the issuance of 478,723 shares.

 

For accounting purposes, the convertible loan is separated into its liability and equity components by first valuing the liability component. The fair value of the liability component at the time of issue was calculated as the discounted cash flows of the loan assuming a 18% discount rate, which was the estimated rate for a similar loan without a conversion feature. The fair value of the equity component (conversion feature) was determined at the time of issue as the difference between the face value of the loan and the fair value of the liability component, less deferred income tax adjustments.

Page 25

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

13.Flow-through share premium liability

 

A summary of the changes in the Company’s flow-though share premium liability is as follows:

 

   September 30,   June 30, 
Flow-Through Share Premium Liability  2025   2025 
   $   $ 
Opening balance   455,698    736,981 
Flow-through share premium on issuance of flow-through common share units   -    3,251,717 
Settlement of flow-through share premium liability on expenditures incurred   (455,698)   (3,533,000)
    -    455,698 

 

14.Share Capital and other capital reserves

 

The Company is authorized to issue an unlimited number of common shares, without par value. All of the Company’s issued shares are fully paid.

 

(a)Share issuances

 

For the period ended September 30, 2024

 

There were no private placement financings during this period.

 

For the year ended June 30, 2024

 

On May 30, 2024, the Company closed a private placement for gross proceeds of $10,074,415, comprising 7,409,908 flow-through Units of the Company at a price of $0.5355 per unit, and 10,447,235 Saskatchewan flow-through units at a price $0.5845 per unit (together “FT Units”). Each FT Unit issued pursuant to the offering, comprises of one common share of the Company and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.56 at any time on or before May 30, 2026. The Company paid a cash finders’ fee and incurred other share issuance costs totalling $733,415 in connection with this private placement. In addition, the Company issued 957,589 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.56 per share at any time on or before May 30, 2026.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $8,349,415 was recorded in share capital in relation to the common shares and $1,725,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%. A total of $132,340 was reclassified from unit issuance cost to other capital reserves for the proportionate share of warrants in the units issued. In addition, a value of $1,474,214 was attributed to the flow-through premium liability (Note 12).

Page 26

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

14.Share Capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $152,000 was recorded as share issuance costs using the following assumptions: a volatility of 92.742%; risk-free interest rate of 4.18%; expected life of 2 years; and a dividend rate of 0%.

 

November 27, 2023

 

On November 27, 2023, the Company issued 380,518 common shares valued at $155,865 as part of the financial advisory fees related to the convertible debenture agreement with Denison Mines Corp. (Note 11).

 

September 12, 2023

 

The Company closed a private placement for gross proceeds of $20,000,000 comprising 41,237,113 charity flow-through shares of the Company (each, a “Charity FT Unit”) at a price of $0.485 per share.

 

Each Charity FT Unit is comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “FT Share”) and one-half common share purchase warrant. Each whole warrant entitles the holder to purchase one common share of the Company at a price of $0.485 for a two year period. The Company paid a cash fee of $1,164,830 in finders fees and share issuance costs in connection with this private placement.

 

The Company also issued 2,239,690 brokers’ warrants which entitles the holder to purchase one common share of the Company at a price of $0.485 per share at any time on or before September 12, 2025. The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.285%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

Gross proceeds from this private placement were allocated between shares and warrants pro-rata based on the fair value of shares and warrants on the date of issuance. A total of $15,793,000 was recorded in share capital in relation to the common shares and $4,207,000 was recorded in other capital reserves in relation to the warrants. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%. A total of $245,022 was reclassified from unit issuance costs to reserves for the proportionate share of warrants in the units issued.

 

The fair value of the brokers’ warrants was determined using the Black-Scholes Option Pricing Model and $495,000 was recorded as share issuance costs using the following assumptions: a volatility of 106.28%; risk-free interest rate of 4.58%; expected life of 2 years; and a dividend rate of 0%.

 

In addition, a value of $Nil was attributed to the flow-through premium liability (Note 12).

Page 27

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(a)Share issuances (continued)

 

Exercise of warrants and options

 

During the three months ended September 30, 2025

 

During the three months ended September 30, 2025, the Company issued 163,020 common shares for the exercise of stock options at prices ranging between $0.13 and $0.215. The fair value of options exercised, $35,752.19 was reclassified to share capital from reserves. The Company also issued 174,590 common shares for the exercise of RSUs. The fair value of RSUs exercised, $90,066 was reclassified to share capital from reserves.

 

During the year ended June 30, 2024

 

During the year ended June 30, 2024, the Company issued 41,493,674 common shares for the exercise of warrants at prices ranging from $0.13 to $0.26 per share for gross proceeds of $9,181,616. The $26,000 in subscriptions receivable at June 30, 2023 was received during the current year in connection to the exercised warrants. The fair value of warrants exercised, $3,329,459 was reclassified to share capital from reserves.

 

During the year ended June 30, 2024, the Company issued 8,849,496 common shares for the exercise of options at prices ranging from $0.12 to $0.33 per share for gross proceeds of $1,399,737. The fair value of options exercised, $1,211,818 was reclassified to share capital from reserves.

 

(b)Stock options and warrants

 

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company’s closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company.

 

Stock option and warrant transactions are summarized as follows:

 

   Stock options   Warrants 
   Number
outstanding
   Weighted
average
exercise
price
   Number
outstanding
   Weighted
average
exercise
price
 
       $       $ 
Balance, June 30, 2024   42,854,541    0.33 (1)   48,097,748 (2)   0.49 
Granted   -    -    11,079,650    0.39 
Exercised   (475,000)   0.11    -    - 
Expired, cancelled or forfeited   (3,410,668)   0.12    (2,587,384)   0.38 
Balance, June 30, 2025   38,968,873    0.22    56,590,014 (2)   0.48 
Exercised   (163,020)   0.21    -    - 
Expired, cancelled or forfeited   (488,000)   -    (22,858,247)   - 
Net settlement   (8,646)   0.21    -    - 
Balance, September 30, 2024   38,309207    0.22    33,731,768    0.48 

 

(1)These prices reflect the exercise prices prior to the closing the Arrangement.

 

(2)Pursuant to the reorganization on August 15, 2024 (note 6), the terms of the warrants at that date were modified such that warrant holders will receive a common share of the Company and 0.1 of an F4 common share on exercise of the warrant. The Company, acting as agent for F4, shall collect and pay to F4 an amount equal to 10% of the gross proceeds to reflect the comparative fair values of the Company and F4 on completion of the Arrangement. It was determined that there were no material adjustments necessary on modification of the warrant terms.

Page 28

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(b)Stock options and warrants (continued)

 

As at September 30, 2025, stock options and warrants were outstanding as follows:

 

Stock Options         
Number  Exercise  Number of   
outstanding  price  vested options  Expiry date
   $      
3,833,333  0.081  7,200,000  September 2, 2026
3,375,000  0.108  7,000,000  October 12, 2026
600,000  0.128  600,000  October 18, 2026
2,650,000  0.135  4,400,000  March 8, 2027
7,161,208  0.223  8,000,000  April 6, 2028
11,615,000  0.277  10,637,500  December 15, 2028
9,074,666  0.304  8,333,333  January 12, 2029
38,309,207     46,170,833   

 

*Expired unexercised.

 

The weighted average remaining life of the stock options is 2.53 years.

 

Warrants         
Number  Exercise  Number of   
outstanding  price  vested warrants  Expiry date
   $      
1,079,650  0.42  1,079,650  October 31, 2026
10,000,000  0.40  10,000,000  November 1, 2026
12,765,958  0.47  12,765,958  May 26, 2026
8,928,571  0.56  8,928,571  May 30, 2026
957,589  0.56  957,589  May 30, 2026
33,731,768     33,731,768   

 

The weighted average remaining life of the warrants is 0.80 years.

Page 29

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(c)Share-based compensation

 

All options are recorded at fair value using the Black-Scholes option pricing model. During the year ended June 30, 2024, the Company granted 22,765,000 stock options. Pursuant to the vesting schedule of options granted, during the period ended September 30, 2025 share-based compensation of $189,128 was recognized in the consolidated statement of loss and comprehensive loss and a further $426,051 was recognized to August 15, 2024. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

   June 30, 2024 
Risk-free rate   3.57%
Expected life   5 
Expected volatility   102.10%
FV granted price  $0.34 

 

On August 15, 2024, pursuant to the Arrangement, all the Company’s options were replaced with options with a lower exercise price which was considered a new option grant. Pursuant to the vesting schedule of options granted that were previously fully vested, during the period ended September 30, 2024, share-based compensation of $716,099 was recognized in the consolidated statement of loss and comprehensive loss with a further $1,208,945 recognized for options subject to vesting provisions.

 

The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

 

   September 30, 2024 
Risk-free rate   2.78%
Expected life   1.04 years 
Expected volatility   130.18%
FV granted price  $0.25 

 

(d)Restricted stock units

 

The Company has adopted a restricted share unit plan (the “RSU Plan”), which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 41,103,400 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

 

On December 12, 2022, the Company granted 30,127,618 RSUs to directors, officers, consultants and employees of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on January 1, 2023, January 1, 2024 and January 1, 2025. The fair value of these RSUs was determined to be $7,983,819 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 12, 2022, the Company granted 65,000 RSUs to a consultant of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU.

Page 30

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

14.Share capital and other capital reserves (continued)

 

(d)Restricted stock units (continued)

 

The RSUs will vest in two one-half tranches on January 1, 2023 and May 1 2023. The fair value of these RSUs was determined to be $17,225 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On January 23, 2023, the Company granted 150,000 RSUs to an advisor of the Company. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 1, 2023, July 1, 2024 and July 1, 2025. The fair value of these RSUs was determined to be $48,750 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On July 24, 2023, the Company granted 1,000,000 RSUs to a key employee. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on July 27, 2024, January 27, 2025 and July 27, 2026. The fair value of these RSUs was determined to be $365,000 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

On December 15, 2023, the Company granted 12,590,000 RSUs to officers, directors, employees and consultants. Each RSU entitles the holder to receive one common share of the Company upon the vesting of such RSU. The RSUs will vest in three one-third tranches on December 15, 2024, December 15, 2025 and December 15, 2026. The fair value of these RSUs was determined to be $5,665,500 by reference to the fair value of the Company’s common shares on the date of grant and will be recognized as an expense over the vesting period.

 

Pursuant to the vesting schedule of RSUs granted during the period ended September 30, 2025 share-based compensation of $241,539 (September 30, 2024 - $137,917) was recognized in the consolidated statement of loss and comprehensive loss.

 

The continuity of RSUs are summarized below:

 

   Number of RSUs 
Balance as at June 30, 2024   33,202,377 
Exercised   (4,195,701)
Converted to shares   (1,834,052)
Balance as at June 30, 2025   27,172,624 
Exercised   (174,590)
Net settled   (118,744)
Balance as at September 30, 2024   26,879,290 

 

As at September 30, 2025, there were 35,184,285 (September 30, 2024 – 9,448,171) RSUs vested and pending issuance. During the year ended June 30, 2024, 2,250,692 (June 30, 2023 – 4,465,833) common shares were issued for the conversion of RSUs and $599,477 (June 30, 2023 - $1,183,446) was transferred from reserves to share capital.

Page 31

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

15.Supplemental disclosure with respect to cash flows

 

   September 30,
2025
   September 30,
2024
 
   $   $ 
Cash   587,357    24,504,439 
Cash equivalents   69,000    69,000 
Term Deposits*   10,358,319    - 
    11,014,676    24,573,439 

 

*The Company’s term deposits are redeemable GICs that earn fixed rates of interest over their respective terms and are fully guaranteed by the issuing financial institutions at maturity. Although redeemable prior to maturity, early redemption may result in penalties and reduced interest earned. These instruments are measured at amortized cost in accordance with IFRS 9, as the Company holds them to collect contractual cash flows and those cash flows represent solely payments of principal and interest.

 

16.Related party transactions

 

The Company has identified the Company’s officers, directors, and senior management as its key management personnel.

 

   September 30,
2025
   September 30,
2024
 
   $   $ 
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled    517,838    707,959 
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel   280,202    1,784,741 
    798,040    2,492,700 
Exploration and evaluation expenditure   220,138    374,708 
    1,018,179    2,867,408 

 

Included in accounts payable at September 30, 2025 is $56,094 (September 30, 2024 - $64,190) for expenses and consulting services due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $314,524 (June 30, 2024 – $719,048) during the prior fiscal year inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company. The company terminated this agreement in June 2025.

 

These transactions were in the normal course of operations.

Page 32

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

17.Segmented information

 

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at September 30, 2025 and June 30, 2025, all of the Company’s assets were in Canada.

 

18.Capital management

 

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue exploration and development of its exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

 

The Company depends on external financing to fund its activities. The capital structure of the Company currently consists of common shares, stock options, RSUs and warrants.

 

Changes in the equity accounts of the Company are disclosed in the consolidated statements of shareholders equity. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or debt or dispose of assets. The issuance of common shares or issuance of debt requires approval of the Board of Directors. The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions.

 

The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

 

19.Financial instruments and risk management

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, deposits, investments, accounts payable and accrued liabilities, and convertible debt. Cash and cash equivalents and deposits are measured at amortized cost, and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying value is considered to be a reasonable approximation of fair value due to the short-term nature. For the convertible debt, the fair value approximates the carrying value due to the market rate of interest used by the Company.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

Page 33

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

19.Financial instruments and risk management (continued)

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

 

The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at September 30, 2024, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company’s financial liabilities are comprised of accounts payable and accrued liabilities, convertible debt and lease liability. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations.

 

The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

   Maturity Dates  September 30, 2025   September 30, 2024 
      $   $ 
Accounts payable and accrued liabilities  < 12 months   680,211    1,126,443 
Convertible debt  > 12 months   11,797,160    11,075,438 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return.

Page 34

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

19.Financial instruments and risk management (continued)

 

(c)Interest rate risk (continued)

 

As of September 30, 2025, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(d)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(e)Commodity price risk

 

The Company is still in the exploration stage, and therefore commodity prices are not reflected in operating financial results. However, fluctuations in commodity prices may influence financial markets and may indirectly affect the Company’s ability to raise capital to fund exploration activities.

 

20.Commitments

 

During the current and prior fiscal years, the Company entered into various consulting agreements with consultants and officers to provide various services. In the event of termination without cause or a change of control, the Company is committed to paying severance. This severance ranges from six months of consulting fees, with an additional one month of fees for each twelve months of service to three years of fees (the “Severance Period”). In the event there is a change in control and these individuals are terminated within the Severance Period, the Company will be liable to cover $4,137,000 in termination fees.

 

21.Subsequent events

 

Private Placement

 

On October 3, 2025 the Company closed a “bought deal” private placement (the “Offering”) for aggregate gross proceeds of C$20,000,000, which includes the exercise in full of the Underwriters’ over-allotment option. Pursuant to the Offering, the Company sold the following:

 

i.25,000,000 units of the Company (each, a “Unit”) at a price of C$0.20 per Unit;

 

ii.14,814,815 non-critical mineral flow-through units of the Company sold to charitable purchasers (the “NFT Units”) at a price of C$0.27 per NFT Unit;

 

iii.16,666,667 federal flow-through units of the Company sold to charitable purchasers (the “FFT Units”) at a price of C$0.30 per FFT Unit; and

 

iv.18,181,818 Saskatchewan flow-through units of the Company sold to charitable purchasers (the “SFT Units”, and together with the NFT Units and FFT Units, the “FT Units”) at a price of C$0.33 per SFT Unit.

 

Each Unit consists of one common share of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”).

Page 35

 

F3 Uranium Corp.
Notes to the condensed interim consolidated financial statements
For the three months ended September 30, 2025 and 2024
(Expressed in Canadian dollars - Unaudited)

 

21.Subsequent events (continued)

 

Each FT Unit consists of one Common Share issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.30 at any time on or before October 3, 2028.

Page 36

 

 

Exhibit 99.85

 

 

(F3 LOGO)

 

 

 

 

Management’s Discussion & Analysis

 

F3 Uranium Corp.

 

For the Three-Month Period Ended

 

September 30, 2025

 

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Introduction

 

The following Management’s Discussion and Analysis (“MD&A”), prepared as of September 30, 2025, should be read in conjunction with the audited financial statements for the year ended June 30, 2025, along with the accompanying notes of F3 Uranium Corp. (the “Company”).

 

Additional information related to the Company is available for viewing on SEDAR+ at www.sedarplus.ca. Further information including news releases and property maps are available on the Company’s website at www.f3uranium.com, or by requesting further information from the Company’s head office located at 750 – 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

 

Forward looking statements

 

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings “Cautionary notes regarding forward-looking statements” and “Risks and uncertainties” materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

 

Scientific and technical disclosure

 

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., President & COO of the Company. Raymond Ashley is a “Qualified Person” as defined by Canadian National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”).

 

Description of business

 

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. (“Fission Uranium”) which was completed on December 6, 2013 (the “Fission Uranium Arrangement”).

 

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in the Saskatchewan’s Athabasca Basin. The Company’s primary objective is to locate, evaluate and acquire properties with the potential to host uranium deposits. The preference is to evaluate early-stage properties with the potential to host uranium deposits and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means.

 

The Company has approximately 44,623 ha of exploration properties with uranium potential in Saskatchewan in Canada.

 

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

 

The Company’s common shares are listed on the TSX Venture Exchange under the symbol “FUU”, the OTCQB marketplace in the U.S. under the symbol “FUUFF” and the Frankfurt Stock Exchange under the symbol “2F3”.

Page | 1

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Corporate goals

 

Overall

 

The Company’s goals are to discover potentially economic uranium deposits through exploration and to develop them. The Company’s properties are located primarily in and around Saskatchewan’s Athabasca Basin, home of some of the richest uranium deposits in the world.

 

The Company’s intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Paladin’s uranium deposit at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysics.

 

Management continues to believe that long-term world-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

 

Spin-out of F4 Uranium Corp.

 

On January 16, 2024, the Company announced that it has initiated steps to spin out (the “Spin-Out”) 17 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the “Properties”) into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. (“F4”). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the “PLN Project”), totaling 42,961 hectares, will remain with F3. It is expected that the Spin-Out will be affected by way of a plan of arrangement (the “Arrangement”), under the Canada Business Corporations Act. On August 15, 2024, F3 completed the Spin-Out of F4 Uranium Corp.

 

Summary of significant accomplishments and corporate developments for the first quarter ended September 30, 2025

 

On April 15, 2025 the company announced a new discovery, which it named the Tetra Zone, in the PW Area of Broach Lake, 13 km south of the JR Zone, with drillhole PLN25-205 intersecting a 1.0m high grade interval with 2.50% U3O8 within a 22.5m mineralized main interval averaging 0.26% U3O8 from 384.5m to 407.0m, as well as a secondary mineralized zone above the main zone averaging 0.125% U3O8 over 3.5m from 377.5m to 381.0m. The discovery drillhole was a follow up of drillhole PLN25-202 which encountered six distinct zones of anomalous radioactivity, with readings ranging between 300 cps and 720 cps over a 90m downhole interval. This area was targeted using ground moving loop time domain electromagnetic (MLTDEM) survey data collected earlier in the 2025 winter program. Continued drilling to define, delineate and expand the Tetra Zone resulted in strike growth of the radioactivity with drillhole PLN25-217, which intersected a total of 67.0m composite radioactivity between 299.5m and 414.5m, including 49.0m of continuous radioactivity between 347.5m and 396.5m. Additionally, PLN25-212, approximately 23m up-dip of PLN25-217 and 31m along strike from the discovery hole PLN25-205, intersected the second widest interval to date with 39.5m composite radioactivity between 330.0m and 409.5m, including 27.5m of continuous radioactivity between 360.5m and 396.5m.

Page | 2

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties

 

A list of the Company’s uranium exploration properties, their current project status and their carrying value as at September 30, 2025 is shown below:

 

Property  Location  Ownership  Claims  Hectares  Stage  Carrying value
Patterson Lake Area                  
Patterson Lake North  Athabasca Basin Region, SK  100%  2  4,074  3  78,444,469
Broach  Athabasca Basin Region, SK  100%  20  20,685  3  2,138
Minto  Athabasca Basin Region, SK  100%  23  19,864  3  451,082
Total: Patterson Lake Area        45  44,623     78,897,688
                   
Totals        45  44,623     78,897,688

 

Exploration Stage:

 

1.Prospecting (none at March 31, 2025)

 

2.Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling (none at March 31, 2025)

 

3.Drilling

 

The Company’s properties are located within the southwest Athabasca Basin Region, also referred to here as the Patterson Lake Area, an emerging mining district that includes Paladin’s Triple R uranium deposit and NexGen Energy Ltd.’s Arrow uranium deposit. This area is prospective for uranium mineralization in both basement and unconformity hosted models.

 

The Patterson Lake Area is a key focus for the company and includes 44,623 hectares in three properties.

 

Patterson Lake Area, Canada

 

The Patterson Lake Area has been the focus of two of the more significant, recently discovered deposits in the Athabasca Basin; Paladin’s Triple R and NexGen Energy’s Arrow deposits, and more recently the JR Zone on the Company’s PLN Property, as well as the Tetra Zone on the Company’s Broach Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The Patterson Lake Area portfolio consists of 45 claims and 44,623 ha on three properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Paladin’s Triple R deposit.

 

Recent developments on the Patterson Lake Area properties include:

 

Patterson Lake North (PLN) Property

 

The PLN property consists of 2 claims covering 4,074 ha and is located 17 km to the north of Paladin’s PLS property hosting the Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

 

A summary of exploration activity on the PLN property is as follows:

 

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

Page | 3

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m within 0.012% U3O8 over 6.0 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization. In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor. All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

 

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and 4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

 

A fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

 

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

 

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

 

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

 

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

Page | 4

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

This drilling program totalling 7,575 m expanded the known length of the JR Zone to 105 m.

 

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

 

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

 

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra-high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of 10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra-high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up-dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity.

 

PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade 0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

 

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandstone immediately above the JR Zone, 3.5 km away. Hole PLN23-095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093. PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

 

By September 19, 2023, the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the southeast than the previously defined historical A1 and parallel and offset B1 conductors.

 

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023. The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101. PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

Page | 5

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23-101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

 

The fall 2023 drill program concluded on December 11, 2023, with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

 

The winter drill program ran between January – April 2024 with a total of 12,100.0 m in 30 completed diamond drillholes and 38 completed sonic drill pre-casings.

 

The JR Zone continued to deliver high-grade intercepts including PLN23-116 on line 075S, with 12.0 m of 7.6% U3O8 from 224.0 m to 236.0 m, including 8.0 m of 11.2% U3O8 and 2.0 m of 31.4% U3O8.

 

Also hole PLN24-137 which returned 15.0 m of 3.2% U3O8, including a high grade 2.5 m interval averaging 18.6% U3O8, further including the ultra high-grade core with 1.5 m of 30.3% U3O8. Further south along the A1 conductor/shear hole PLN24-131 on line 795S intersected 0.5 m of 0.010% U3O8 between 252.5 m and 253.0 m. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the development of the Athabasca Basin. Highlights from the B1 shear zone included hole PLN24-122 collared on line 3450S that returned 0.5 m of 0.022% U3O8 from 596.5 m to 597.0 m.

 

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. The SQUID EM coverage was interpreted and integrated with previous resistivity. The resulting GTEM inversion was used to successfully extend the strike length of the B1 conductor which was validated with drill hole PLN24-168.

 

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, was completed in the early summer of 2024. A total of 11,408 stations were measured within the PLN claims. A final gravity inversion has been prepared and delivered by convolutions geoscience. The resulting inversion has been used to highlight priority targets along the A1 and B1 shear zones.

 

A summer drill program is ongoing along the A1 & B1 shear zones. As of November 24, 2024 a total of 21,753.3 m had been drilled in 47 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include a drill-confirmed extension of the B1 shear zone 700 m to the southeast, targeting a recently interpreted conductivity model of electromagnetic geophysical survey data. In addition, exploration drilling south of the Harrison Fault discovered the extension of the A1 shear 400 m beyond its previously interpreted southern extent, and 3.2 km south of the JR Zone. In-fill drilling at the A1 shear hosted JR Zone continued to return significant high-grade uranium intersections, including hole PLN24-161 on line 035S which returned 10.5 m of 2.66% U3O8, including a high grade 2.0 m interval averaging 12.0% U3O8, further including an ultra-high-grade core of 0.5 m of 20.7% U3O8.

Page | 6

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Significant mineralization over a 13.5m interval was intersected in PLN24-184 on line 105S at JR, including 1.5m off-scale radioactivity (>65,535 cps) between 235.60 and 240.10m. Exploration drilling southeast along the A1 shear zone tested a related fault splay termed the ‘North Horse’ structure. Two radioactive intervals corresponding to the main A1 and North Horse structures respectively yielded the strongest exploration geochemistry results outside of JR Zone to date, with the main A1 intersect assaying 0.045% U3O8, and the North Horse intersect assaying 0.014% U3O8 over 7 meters including 0.051% U3O8 over 0.5m.

 

At the completion of the 2024 drilling on December 15, 2024, a total of 22,952.3m was completed in 50 completed diamond drill holes and 56 completed sonic pre-casings. Highlights include the drill confirmation of the “A1 shear zone extension” targeting the continuation of the A1 shear zone on the southeastern side of the Harrison Fault. Continued B1 exploration has increased the geologic understanding of the structure and intersected prospective geology. Infill drilling at the A1 shear hosting JR Zone continued to return significant high-grade intersections, including PLN24-176 on line 035S which returned 7.5 m of 30.9% U3O8, including a high grade 5.5m interval averaging 42.2% U3O8, further including an ultra-high-grade core of 4.5 m of 50.1% U3O8.

 

F3 Uranium contracted Abitibi Geophysics to conduct a ~65km ground EM survey. Fourteen kilometers were conducted on the Minto property over the A4 grid and 41km were conducted on the Broach Lake Property over the Patterson Lake West (PW) grid. The goal of the survey was to generate exploration targets for 2025 drill testing. The A4 grid covers the A4 conductor located to the north of the A1 conductor which hosts JR. The PW grid is F3’s first exploration program in the area. VTEM and drilling conducted by a previous operator indicate a possible conductive response near the boundary of the Athabasca Basin. The survey was completed March 2025.

 

As of March 31st, a total of 1,597.0m was completed in the W2025 program in 5 completed diamond drill holes and 8 completed sonic pre-casings. Highlights include PLN25-200 returned mineralization over 20.0m, including 2.25m of high grade (>10,000 cps) containing 0.68m of off-scale mineralization (>65,535 cps). Two Pre-cased holes remain in the ground at JR Zone ready for future drilling which are anticipated to be drilled in Q1 2026. Drilling in Q4, 2025 was focused on drilling to define, delineate and expand the new Tetra Zone discovery in the PW area of the Broach Lake Property.

 

In July, during the S2025 drill program, an additional two infill drillholes totalling 520m were completed at the JR Zone utilizing the above mentioned sonic pre-casings.

 

Broach Property

 

The Broach Property comprises 20 claims totaling 20,685 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

 

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Paladin’s Triple R deposit and NexGen’s Arrow deposit.

 

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

Page | 7

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Broach Property (continued)

 

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

 

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected ‘sandstone chimney’ alteration that was indicated by the ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

 

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers.

 

The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate drill targets.

 

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 12,710 stations were measured within the Broach claims. Final data has been received and interpreted by Convolutions Geosciences and is currently being used to prioritize areas for follow up ground-EM.

 

One hole was drilled on the Broach Lake property targeting an interpreted extension of the B1 shear zone to the southeast. PLN24-182 was unsuccessful in intersecting the B1 shear zone. Final geochemical data is pending and geological interpretation is ongoing.

 

Between Jan 2025 and March 2025 42km of time-domain electromagnetic survey (TDEM) was completed over the Broach Lake Property. The intention of the survey was to model basement conductors seen in historic VTEM and publicly available EM surveys from surrounding properties. Interpretation showed that the survey was successful in modeling weak basement conductors now ready for drill testing.

 

In March 2025 drill testing began on the targets generated from the TDEM data on the Broach Lake Property. As of March 31st, 2025 three drill holes have been completed with two drill holes abandoned across two target areas. A total of 1740.0m were drilled. PLN25-201 was collared on line 12510S targeting the interpreted BL-03 conductor. This hole was unsuccessful in explaining the modeled conductor. PLN25-202 was collared on line 11325S targeting the interpreted BL-03 conductor. PLN25-202 was successful in intersecting weakly elevated radioactivity with six distinct zones of anomalous radioactivity, with readings ranging between 300 cps and 720 cps over a 90m downhole interval. PLN25-203B was collared 175m behind PLN25-202 following an updated model of conductor BL-03 downdip of radioactivity intersected in PLN25-202. The hole was unsuccessful in intersecting significant radioactivity or explaining the modeled conductor.

Page | 8

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Broach Property (continued)

 

From April 1st, 2025 to June 30, 2025 eight holes were completed with one drill hole abandoned. A total of 6,048.1m were drilled. Drillhole PLN25-204 tested 60m up-dip of PLN25-202, successfully intersecting the targeted rock units but again with no anomalous radioactivity. Despite these results, one more follow-up to PLN25-202 targeting approximately 50m down-dip. This hole, PLN25-205, intersected radioactivity over a total of 33.0m, starting at a vertical depth of 325m from surface, including 0.56m of high radioactivity (>10,000 cps) at 398.4m correlating with visible pitchblende. This new discovery was announced on April 15, 2025, named the Tetra Zone and located 13km south of the JR Zone.

 

Following the new discovery in drillhole PLN25-205 drilling focused on trying to expand the new Tetra Zone. Strike growth of the radioactivity was realized with drillhole PLN25-210 intersecting 21.0m composite radioactivity in a 32m step-out along strike to the northwest of PLN25-205.

 

From June 30th, 2025 to September 30th, 2025 an additional 7 holes were completed and a total of 2717m were drilled. Drillhole PLN25-217, which intersected a total of 67.0m composite radioactivity between 299.5m and 414.5m, including 49.0m of continuous radioactivity between 347.5m and 396.5m. Additionally, PLN25-212, approximately 23m up-dip of PLN25-217 and 31m along strike from the discovery hole PLN25-205, intersected the second widest interval to date with 39.5m composite radioactivity between 330.0m and 409.5m, including 27.5m of continuous radioactivity between 360.5m and 396.5m.

 

Assay results from discovery Hole PLN25-205 returned a 1.0m high grade interval with 2.50% U3O8 within a 22.5m mineralized main interval averaging 0.26% U3O8 from 384.5m to 407.0m. A secondary mineralized zone above the main zone averaged 0.125% U3O8 over 3.5m from 377.5m to 381.0m.

 

During August, the Company increased the Broach Property by acquiring 3 claims totalling 1,662 hectares by map staking.

 

In September of 2025, F3 Uranium contracted Earthex Geophysical Solutions Inc. (EarthEx) to complete a stepwise moving loop electromagnetic (SWMLEM) survey at the Tetra Zone. EarthEx completed a total of 63 line kilometers from September 6th to September 16th, 2025. Interpretation of the data is ongoing.

 

Minto Property

 

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

 

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong ‘late time’ EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the ‘N’ conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

 

A single test line of ground magneto-tellurics (MT) was completed over the ‘N’ conductor in October 2013.

 

During winter-spring 2014 surveys in the A4 Extension area and the ‘N’ conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted to define drill targets.

Page | 9

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Exploration properties (continued)

 

Patterson Lake Area, Canada (continued)

 

Minto Property (continued)

 

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the ‘N’ conductor target. A total of 1,157 m was drilled.

 

The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS-125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

 

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. The final MT data was interpreted to be successful in discerning data between shallow horizontal cretaceous layers and deeper basement derived conductors. The new data furthers the property and allows the company to look at planning more accurate ground EM in order to generate new drill targets.

 

A ground gravity survey covering known conductors was completed in the early summer of 2024. A total of 1,748 stations were measured within the Minto claims. Final data has been received and interpreted. The data was used to prioritize areas of the claims for follow up ground-EM.

 

Between Jan 2025 and March 2025 approximately 13 line-km of moving loop time domain electromagnetic (MLTDEM) ground geophysical survey was completed over the Minto Property. The survey was targeting a suspected conductive corridor parallel to the A1 conductor to the South. The survey and subsequent interpretation was successful in identifying conductive responses. Drill targeting for the area is still under review.

 

Uranium outlook

 

Management believes that the exploration and development of uranium properties presents an opportunity to increase shareholder value based on the following categories, including but not limited to supply / demand fundamentals, geopolitics and clean, baseload power generation.

 

Increased long-term worldwide demand for nuclear energy

 

Global nuclear energy demand and the associated nuclear power plant build-out is projected to increase significantly in the years ahead, which will require new uranium supply to meet this increasing demand. According to the International Atomic Energy Agency (“IAEA”) global electricity demand is forecast to grow by nearly 60% from 2018 to 2040 and over 90% by 2050.

 

The World Nuclear Association (“WNA”) states that there are 442 nuclear power reactors in operation supplying 30 countries around the world, with 53 under construction, another 104 planned and 325 proposed. Reactor builds continue to be near multi-decade highs as more than twice as many reactors are under construction now than before the Fukushima event in 2011.

Page | 10

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

Increased long-term worldwide demand for nuclear energy (continued)

 

Many analysts continue to forecast a long-term global uranium demand/supply imbalance, which suggests the potential for materially higher uranium prices. The following is a list of selected countries with nuclear reactors that are either under construction, planned or proposed:

 

Country  In Operation  Under construction  Planned  Proposed
China  48  14  42  168
India  22  7  14  28
Russia  39  3  24  22
USA  94  2  3  18
Canada  19  -  -  2
Japan  33  2  1  8
Saudi-Arabia  -  -  -  16
South Korea  24  4  -  2
Ukraine  15  2  -  2
Others  148  19  20  59
Total  442  53  104  325

 

Source: World Nuclear Association (World Nuclear Reactors & Uranium Requirements - www.world-nuclear.org - Updated November 2020)

 

Uranium demand/supply fundamentals

 

A global uranium demand/primary supply imbalance has existed for many decades, due to the way utilities procure supply and the negative impact on demand stemming from the Fukushima event. Primary uranium supply from uranium producers (mining) has consistently failed to keep pace with demand. This shortfall has been filled from secondary supply, which includes the sale of government stockpiles, spent fuel reprocessing, extending conversion processes, and the highly enriched uranium (“HEU”) agreement (which ended late 2013). Meanwhile, global inventory stockpiles have and continue to be drawn down. While the total inventory figure is difficult to ascertain due to the fact that a significant amount is held in national strategic stockpiles of various governments or stored in the inventories of non-public utilities and other entities, it is important to note that not all inventory is mobile. Sovereign nations will keep their strategic stockpiles for energy security while other material classified as inventory may either be of low grade that will require reprocessing or be in the form of a prefabricated fuel that will require disassembly and reprocessing to be usable for others.

 

It is notable that there has been a change this past year in that the supply from inventories appears to have diminished substantially and that the majority of spot market supply comes from uncommitted production. This signals the possibility that the amount of mobile supply from inventories is nearing a point where it is not mobile at current prices.

 

Add to this the fact that there are a few mines that will be exhausted in the near future and this points to the possibility that there will be significantly less supply available going forward.

 

U3O8 prices have risen from the mid US$20/lb level due to the suspension of large mines such as Cameco’s Cigar Lake and the production reduction by NAC Kazatomprom JSC – the world’s largest producer of uranium. Although Cameco has restarted Cigar Lake in September of 2021, a potential outbreak of COVID-19 could possibly cause another interruption in operations. Indeed, the emergence of the global COVID-19 pandemic has caused the closure of many businesses around the world and mines of all commodities have not been an exception. As a result, there may be additional mine closures or curtailments that may further impact global uranium supply if the virus impacts other uranium operations.

 

This further reduces supply that was already declining due to the ongoing shutdown at McArthur River, and the winding down of the Cominak and Ranger mines.

Page | 11

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

Uranium demand/supply fundamentals (continued)

 

According to the UxC, mine production peaked in 2016 at 162mm lbs. It fell to 154mm lbs in 2017 and in 2019 production was 142mm lbs. Meanwhile, 2020 reactor demand was 177mm lbs, which generated a gap or shortfall of roughly 35mm in 2020. This supply demand imbalance can be perceived as a positive development for the long-term outlook for uranium prices. In addition, roughly 85% of the current producers are uneconomic at today’s uranium prices. A significant issue in the uranium market is that state-owned entities supply over half of the market, further exacerbating pressure on commercial producers. The UxC suggests that uranium producers need roughly US$45 to $50 per lb uranium to meet their cost of capital. While Tradetech has begun presenting a Production Cost Indicator, which attempts to capture the cost of production (US$43.15/lb as of October 31, 2020). While other industry analysts, including RBC Capital (Canada), Raymond James Canada, and Resource Capital Research (Australia), suggest that a healthy, sustainable global uranium mining sector, requires a uranium price of US$70-$80/lb to stimulate new exploration and mine development worldwide.

 

An additional under-reported issue related to uranium demand, is the disruption of the traditional utility buying cycle. Most uranium is bought and sold via long-term contracts (historically five to ten years in duration) and typically, utilities ensure their fuel requirements are covered between three and five years out. Since the Fukushima event, most utilities have been allowing their contracts with suppliers to get closer to expiry and are relying on their stockpiles or are buying on the secondary market. In fact, the “carry trade” (the act of uranium traders to borrow money in the global low interest rate environment, buying spot or near-term uranium at low prices, and then selling for future delivery to utilities at low prices in order to capture the spread) has been prevalent for years. Since uranium prices have been at historically low levels, many producers have been hesitant to sign long term contracts with utilities that are seeking to renew since they cannot meet their cost of capital at those depressed, unsustainable prices. The result is that the amount of uranium fuel required over the next five years that is currently uncovered by long term contracts is rapidly increasing. It is worth noting that when new reactors are connecting to the electricity grid, they require frontloading of as much as three times annual uranium stock. This is bullish for the demand picture. Many experts in the industry expect that this will inevitably force utilities into the market, leading to strong upward pressure on uranium spot prices which in turn will increase the longer-term contract price.

 

It is also worth noting that the recent rise in the uranium spot price has limited the viability of the carry trade, which reduces the availability of this patchwork form of uranium supply for utilities – thus forcing them to pay more attention to traditional sources of supply, which may result in increased demand and further price strengthening. Indeed, market participants are noticing uncovered production, which was the primary source of supply to fuel traders for the carry trade, has made up a reduced portion of the supply as there is simply less being produced. This is evidenced by the fact that fuel traders are increasingly borrowing material from uranium funds.

Page | 12

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

Uranium demand/supply fundamentals (continued)

 

(LINE GRAPH)

 

(Source: EIA, Euratom - Future contract coverage rates)

 

Emerging Demand – Small Modular Reactors

 

An emerging source of demand is the rising prominence of Small Modular Reactors (“SMR”). These relatively pint-sized reactors provide less than 300 MWe and are designed to be implemented quickly, require a small footprint, and can be deployed in areas that required power without much infrastructure such as in the Arctic, and other remote locations. In the United Kingdom, Rolls-Royce has announced that it is building up to 16 SMRs aided by a £200mm investment by the country. In Canada, there are 12 different models before Canadian regulators seeking approval.

 

China – driver of demand

 

China has the most aggressive growth plans for nuclear. With only 4.9% of power generation currently met by nuclear power and a target of 20% non-fossil fuel generation by 2030, there is a significant reactor build required of approximately 500% of current capacity. According to research by the Chinese Ministry of Education and Tianjin University, China, within the 2018 Optimal Power Paper, nuclear energy is now the lowest cost source of electricity generation in China. Consequently, there are currently 14 nuclear power plants under construction in China.

 

China’s current domestic uranium production accounts for less than 25% of its annual requirements resulting in increased imports and stockpiling as it does not sell its domestic supply to the market but, rather consumes it in its reactors. In 2010, Cameco signed the first of two long-term contracts with Chinese-owned utilities for the delivery of uranium.

 

Additional long-term demand is anticipated from other Asian countries, most notably India and South Korea as they expand their planned nuclear build-out. In 2015, Cameco signed its first contract with India to supply 7.1 million lbs of uranium concentrate through to 2020. CGN Mining’s offtake agreement with Fission Uranium is also highly significant as it highlights that China is moving to further secure its long-term uranium supply chain.

 

China’s commitment to combatting air pollution is evident with nuclear energy benefitting as a zero carbon emissions power generation source. As the below chart depicts, at its lowest point nuclear represented 2% share of Chinese power generation, however that figure has been rising and in the last few months in 2018 it spiked to 5%. This production is coming at the expense of carbon emitting coal fired generation.

Page | 13

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

China – driver of demand (continued)

 

Figure 1. Share of nuclear power in China’s electricity generation mix

 

(LINE GRAPH)

 

(Source: Citi Research - China’s power generation)

 

Japanese nuclear reactor fleet and uranium stockpiles

 

Following the Fukushima event in March 2011, Japan shut down all of its nuclear reactors, pending new safety regulations, legislation, and inspections. A new nuclear regulator was established, and after considerable delay, Japan’s nuclear operators were given permission to apply to restart its reactors. This has been among the biggest drags on prices and sentiment in the uranium market. Market participants, specifically producers and issuers, have been adversely affected from this uncertainty as well as the delay in getting reactors restarted.

 

As of November 2025, Japan is operating 17 nuclear reactors, including the two that were first restarted in 2015 (Sendai Units 1 and 2) and 15 more that have restarted since then. A further 16 reactors are currently in the restart approval process, with 14 of them having cleared the Nuclear Regulation Authority’s safety standards. This is in addition to the three reactors under construction and several new reactors being planned or proposed, such as potential units at the Mihama site.

 

With reactors coming back online and plans to develop new ones, we view this as a positive development to the psyche of the market and the long-term outlook for nuclear power.

 

To provide context, Japanese nuclear power generation in 2010 represented 25% of the country’s total grid. By 2016 that number was reduced to 2% due to Fukushima. However, plans are to increase nuclear back to 20-22% by 2030.

 

The potential for this estimated 90 million lbs of uranium to enter the spot market has been viewed as a significant threat to uranium prices since 2011 and analysts believe it has been a major factor in suppressing the buying cycle, utilities procuring supply contracts, and ultimately the price of uranium. However, it should be noted that at least some of this inventory is in the form of fabricated fuel assemblies. Fuel assemblies are generally reactor-specific and can not be simply purchased and plugged into another reactor that it was not designed for. As such, any purchaser of these assemblies would need to also factor in the cost and time of disassembling and refabricating these assemblies. With uranium prices continuing to be below the marginal cost of production for many producers, it may be better for utilities to acquire uranium through the primary supply chain as opposed to acquiring another utility’s inventory.

Page | 14

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

Japanese nuclear reactor fleet and uranium stockpiles (continued)

 

As a direct result of low uranium prices, Cameco, the largest commercial producer of uranium announced in April 2016 that it was suspending production at its Rabbit Lake uranium mine in Saskatchewan and placing the facility into “care and maintenance”. It was estimated by Cantor Fitzgerald that this removed 3% of the uranium available to the spot market and showed a strong trend that producers are acting to limit production worldwide. In November 2017, Cameco announced the temporary closure of the McArthur River mine and Key Lake processing facility. The McArthur River mine was the largest uranium mine in the world and its closure removed an estimated 7% of primary production for 2018.

 

In July 2018, Cameco announced it would layoff approximately 700 employees and shut down production at its McArthur River and Key Lake mine sites indefinitely due to a weak uranium market. This material announcement from an industry leader likely aided in the subsequent increase in uranium spot prices during the latter half of 2018. In 2020, Cameco announced the suspension of its Cigar Lake mine due to concerns over COVID-19. This removed about 18mm lbs. of U3O8 or approximately 13% of 2019 production. The Cigar Lake mine was restarted in September 2020 as the company navigates operating the mine during the era of COVID.

 

In addition to Cameco’s production curtailments, Kazatomprom has also cut its production guidance. This follows a period in which several new projects have been categorized as uneconomic. Worldwide projects cancelled or deferred since 2012 include: Yeelirrie and Kintyre in Australia (Cameco), Trekkopje in Namibia (AREVA), Imouraren in Niger (AREVA) and the Olympic Dam expansion in Australia (BHP). In 2020, due to measures to combat the COVID-19 pandemic, Kazatomprom announced reduced production guidance that was 10.4 mm lbs. of U3O8 (or roughly 18%) less than its prior outlook. In its Q3/20 market update, Kazatomprom estimated that total global production would be approximately 14% lower than 2019 due to the uncertainty caused by the pandemic and low uranium price environment.

 

In May 2019, Orano Canada confirmed the closure of its Cominak mine in Niger and cited “very low price conditions” as the reason. It also announced the suspension of production from its McClean Lake Mill in March 2020 in response to the COVID-19 pandemic. Energy Resources of Australia’s Ranger mine closed in January 2021.

 

Supply deficits

 

Increasing the pressure on medium to long term supply is the lengthy period (approximately ten years on average) and capital costs required to take a uranium project from discovery to production. At the October 2019 NEI Conference, a prominent uranium hedge fund illustrated

 

that the total capital costs of nine greenfield projects will require US$4.6 billion dollars of capital to build their respected mines. COVID-19 related issues have led to planned future production reductions such as Kazatomprom’s earlier announcement that it would produce 20% less than original forecast in 2022 (approximately 14.3 mm lbs).

 

With many projects stalled or abandoned, analysts believe that a growing supply/demand imbalance may be difficult to deal with once secondary supplies can no longer meet rising demand which started to happen in 2018. This increases the attractiveness of assets that have the potential to be taken into production in stable political jurisdictions and at a lower operating cost. Such projects have similar characteristics to Fission Uranium’s Triple R deposit: high-grade, shallow, in basement rock and in a stable jurisdiction.

Page | 15

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

Supply deficits (continued)

 

It is also notable to highlight that both Kazatomprom and Cameco have become active as buyers in the uranium spot market as both move to obtain enough material to fulfill contracts that are no longer being met by their respective mines. In its Q3/20 Operations and Trading Update, Kazatomprom noted that its 2020 and 2021 inventory levels are expected to fall below target levels of six to seven months and that it, “will not be possible to compensate for production losses in these periods”. Similarly, Cameco has been an active purchaser in the spot market for quite some time now. This flipping of roles of the world’s two largest producers from adding to global inventory levels to being buyers in the spot market may have a significant impact to the overall supply and demand environment for uranium.

 

United States of America

 

In July 2018, the U.S. Government announced a probe into whether U.S. uranium imports are a threat to national security. The U.S. Government was also threatening to issue tariffs on U.S. uranium imports, similar to what it has already done in other industries such as steel. U.S. nuclear power generators urged the federal government against acting in a dispute against imported uranium, arguing tariffs or quotas would increase costs for the struggling industry and possibly cause some reactors to shut. The U.S. Department of Commerce subsequently launched a “Section 232” investigation into uranium imports following complaints by two U.S. uranium mining companies, Ur-Energy Inc and Energy Fuels Inc., that subsidized foreign competitors have caused them to cut capacity and lay off workers.

 

Supply disruption concerns

 

In July 2019, U.S. President Trump announced that additional study was necessary beyond the Secretary of Commerce’s findings that uranium imports threaten to impair the national security of the United States as defined under Section 232 of the Act. Although he did agree that the Secretary’s findings raise significant concerns regarding the impact of uranium imports on the national security with respect to domestic mining. Thus, the President established a Nuclear Fuel Working Group (“NFWG”) to examine the current state of domestic nuclear fuel production to reinvigorate the entire nuclear fuel supply chain in July 2019. The Nuclear Fuel Working Group had 90 days to submit its recommendations however, on October 11th, 2019, the U.S. President delayed the report a further 30 days. In April 2020, the NFWG issued a report that included recommendations such as the establishment of a US$150mm budget to build a domestic uranium reserve, to leverage American technological innovation, R&D, etc. to regain American nuclear energy leadership; and to move into markets currently dominated by Russian and Chinese State Owned Enterprises and recover its position as the world leader in exporting best-in-class nuclear energy technology. Notably, the uranium reserve has recently garnered bipartisan support and has been included in the Senate’s Appropriations committee for the 2020-2021 fiscal year. We view the report as a positive for the global uranium industry as it does not close the world’s largest consumer of uranium from non-domestic sources. More importantly, it removes the uncertainty connected to this report as market participants were unclear on what direction it would take and whether it would have negative consequences.

 

The U.S. and Russia also recently agreed on a revised Russian Suspension Agreement (“RSA”) that further removed uncertainty with respect to the amount of uranium and conversion product can be imported from Russia into the U.S.

Page | 16

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

Supply disruptions (continued)

 

While the agreement does grandfather in a substantial amount of material into the U.S. in the near-term, it has created certainty and some control on the amount of material that can be imported through 2040. Demand for uranium beginning in 2022 and onwards can be seen in the market as the result of this agreement.

 

Currently in the U.S., there are 94 operating reactors and, it is important to note, nuclear reactors supply about 20 percent of U.S. base load electricity, according to the Nuclear Energy Institute. Despite the headlines of reactors shutting down, it is notable that there are two reactors currently under construction and 21 more in the planned or proposed stage. The Department of Energy is also pushing for a change in Federal Energy Regulatory Commission rules to properly compensate nuclear power for its reliability and resilience, thereby protecting the stability of the U.S. grid. Uranium is also used in the U.S. nuclear arsenal and powers the Navy’s nuclear aircraft carriers and submarines. The nuclear industry said a diverse uranium supply is essential to keep that power flowing.

 

Security of Supply

 

It should be noted that utilities do not view all sources of uranium supply equally. Since uranium for reactor operation is not a substitutable, it is imperative for utilities to have a secure source of material. As such, utilities do not view the spot market as a primary source of supply of uranium but instead more as an augmentative source. Extrapolating this concept further, material sourced from high cost operations in unstable jurisdictions would also be low on the security of supply totem pole. Fission’s Triple R deposit is a world-class, high grade deposit with low estimated operating costs, located in the safest uranium producing jurisdiction in the world.

 

Moreover, a by-product of the Section 232/NFWG and RSA processes, the source of the material is now an increasingly important consideration for many utilities as state rules may prohibit the procurement of uranium from embargoed or restricted countries. Triple R’s location in Canada places material sourced from it in the most widely accepted category of material.

 

Summary

 

The uranium market is showing signs of emerging from what has been a multi-year trough period as some of the world’s largest miners have suspended or reduced production due to the COVID-19 pandemic and the removal of the uncertainty overhang caused by the NFWG. Inventories continue to be drawn down, conversion and SWU prices have increased, at a time when major players are cutting primary production. All this amongst a backdrop of geopolitical tensions including possible government intervention. The backdrop is bullish for the uranium sector, for those situated in safe mining jurisdictions that host high grade, shallow uranium deposit

Page | 17

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Uranium outlook (continued)

 

Uranium market

 

(LINE GRAPH)

 

(Source: UxC LLC, www.uxc.com: November 2020)

 

Selected annual information

 

The financial information presented below for the current and comparative years was derived from the consolidated financial statements prepared in accordance with IFRS and is expressed in Canadian dollars.

 

   June 30,
2025
   June 30,
2024
   June 30,
2023
 
   $   $   $ 
Net loss   (17,686,301)   (20,714,408)   (10,175,600)
Total assets   93,047,378    97,878,306    50,447,412 
Current liabilities   21,375,230    4,353,979    4,162,660 
Shareholders’ equity   71,672,148    74,202,319    44,245,128 
Basic and diluted loss per common share   (0.03)   (0.03)   (0.03)

Page | 18

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Summary of quarterly results

 

The financial information presented below for the current and comparative periods was derived from annual financial statements prepared in accordance with IFRS or interim financial statements prepared in accordance with IFRS applicable to the preparation of interim financial statements, IAS 34, Interim Financial Reporting.

 

   September 30,
2025
   June 30,
2025
   March 31,
2025
   December 31,
2024
 
   $   $   $   $ 
Exploration and evaluation assets   78,897,688    75,615,607    69,312,736    64,127,231 
Working capital   11,464,265    17,700,664    16,904,476    23,721,838 
Net income (loss)   (1,695,908)   (1,962,956)   (5,441,771)   (4,430,131)
Net profit (loss) per share basic and diluted   (0.00)   (0.00)   (0.01)   (0.01)
                     
   September 30,   June 30,   March 31,   December 31, 
   2024   2024   2024   2023 
   $   $   $   $ 
Exploration and evaluation assets   58,607,236    53,474,145    54,370,172    43,963,819 
Working capital   24,058,684    39,553,790    32,102,384    43,650,451 
Net income (loss)   (5,851,443)   (3,152,423)   (17,515,539)   366,581 
Net profit (loss) per share basic and diluted   (0.01)   (0.01)   (0.04)   0.00 

 

For the three months ended December 31, 2023, general expenses slightly increased, mainly from consulting and admin, while marketing activity stayed active and reduced by items such as flow-through recovery and interest. For the quarter ended March 31, 2024, a large increase in share-based compensation and debenture-related charges increased overall loss, while other operational costs stayed more stable compared to earlier in the year. The June 30, 2024 quarter saw an increase share-based compensation, while regular spending such as consulting and admin appeared smaller in relation to the non-cash expenses. By September 30, 2024, expenses came down after the spin-out, with consulting and admin lower than latter portion of fiscal 2024. The December 31, 2024 quarter saw share-based compensation increase again with December vesting, while other operating costs were steady. For the March 31, 2025 quarter, expenses eased back as the one-time vesting passed, though ongoing share-based compensation kept totals higher than early fiscal 2025. The June 30, 2025 quarter saw reduced share-based compensation, and routine admin and consulting charges remained. The September 30, 2025 quarter saw a decrease in share-based compensation and consulting fees.

Page | 19

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Results of operations

 

The expenses incurred by the Company are typical of junior exploration and development companies that do not have established cash flows from mining operations. Changes in these expenditures from quarter to quarter are impacted directly by non-recurring activities or events.

 

Comparison of the three months ended September 30, 2025

 

The Company had a net loss of $1,695,908 for the three-months ended September 30, 2025 (September 30, 2024, 5,851,443). The change in net loss is primarily attributable to the following factors:

 

Share based compensation decreased in the current period due to the timing and vesting schedules of stock option and RSU grants.

 

Office and administration expenses decreased in current period, along with consulting fees.

 

There was no one time reorganization cost that was incurred in the prior year.

 

Liquidity and capital resources

 

The Company is an exploration and evaluation stage company and has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. Recoverability of amounts shown for exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves and upon future profitable production.

 

The consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company’s ability to continue as a going concern is dependent upon its ability to fund its operations through equity financing, joint ventures, option agreements or other means. As at September 30, 2025 the Company had cash, cash equivalents and term deposits of $11,014,676 and a working capital balance of $11,464,265. Management estimates that the Company has sufficient funds to maintain its operations and activities for the upcoming year. The Company has no exploration agreements that require it to meet certain expenditures.

 

On October 3, 2025 the Company closed a “bought deal” private placement (the “Offering”) for aggregate gross proceeds of C$20,000,000, which includes the exercise in full of the Underwriters’ over-allotment option. Pursuant to the Offering, the Company sold the following:

 

i.25,000,000 units of the Company (each, a “Unit”) at a price of C$0.20 per Unit;

 

ii.14,814,815 non-critical mineral flow-through units of the Company sold to charitable purchasers (the “NFT Units”) at a price of C$0.27 per NFT Unit;

 

iii.16,666,667 federal flow-through units of the Company sold to charitable purchasers (the “FFT Units”) at a price of C$0.30 per FFT Unit; and

 

iv.18,181,818 Saskatchewan flow-through units of the Company sold to charitable purchasers (the “SFT Units”, and together with the NFT Units and FFT Units, the “FT Units”) at a price of C$0.33 per SFT Unit.

 

Each Unit consists of one common share of the Company (each, a “Common Share”) and one-half of one Common Share purchase warrant (each whole warrant, a “Warrant”).

 

Each FT Unit consists of one Common Share issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a “FT Share”) and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one Common Share (each, a “Warrant Share”) at a price of C$0.30 at any time on or before October 3, 2028.

Page | 20

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Related party transactions

 

The Company has identified the CEO, COO, CFO, VP Exploration, and the Company’s directors as its key management personnel.

 

Three months ended  September 30,
2025
   September 30,
2024
 
   $   $ 
Wages, consulting and directors’ fees paid or accrued to key management personnel and companies controlled   517,838    707,959 
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel   280,202    1,784,741 
    798,040    2492,700 
           
Exploration and evaluation expenditure   220,138    374,708 
           
    1,018,179    2,867,408 

 

Included in accounts payable at September 30, 2025 is $56,094 (September 30, 2024 - $46,190) for expenses due to key management personnel and companies controlled by key management personnel. Amounts were non-interest bearing, unsecured and due on demand.

 

On March 3, 2024, and amended on May 13, 2024, the Company entered into a definitive agreement to develop machine learning technology for a technology company for the purpose of identifying potential locations of uranium mineralization. The Company will pay a series of payments totaling $1,275,000 based on developmental milestones. The Company paid $314,524 (June 30, 2024 – $719,048) during the reporting period inclusive of sales tax and has recorded this as research and development expense. The Company shares common officers with this company. The company terminated this agreement in June 2025.

 

Outstanding share data

 

As at the date of this document, the Company has 549,808,598 common shares issued and outstanding, 38,309,207 incentive stock options outstanding with exercise prices ranging from $0.078 to $0.294 per share, 33,731,768 warrants outstanding with exercise prices ranging from $0.32 to $0.56 per share, and 28,879,290 restricted stock units outstanding.

Page | 21

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Financial instruments

 

The Company classifies its financial instruments in the following categories: at fair value through profit and loss (“FVTPL”), at fair value through other comprehensive income (loss) (“FVTOCI”) or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company’s business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or if the Company has opted to measure them at FVTPL.

 

The Company classifies its financial instruments as follows:

 

Financial Instrument Classification
Cash and cash equivalents Amortized cost
Amounts receivable Amortized cost
Marketable securities FVTPL
Investment FVTPL
Deposit Amortized cost
Accounts payable and accrued liabilities Amortized cost
Convertible debt Amortized cost

 

Measurement

 

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment.

 

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed in the statements of loss. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the statements of loss in the period in which they arise.

 

Selected investments in equity instruments at FVTOCI are initially recorded at fair value plus transaction costs. Subsequently they are measured at fair value, with gains and losses recognized in other comprehensive income (loss).

 

Financial instruments

 

IFRS 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

 

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

 

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

 

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Page | 22

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Financial instruments (continued)

 

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts payable and accrued liabilities, convertible debt, and lease liability. Cash and cash equivalents and marketable securities are valued using quoted prices from an active market (Level 1). For the accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

 

The Company’s financial instruments are exposed to a number of financial and market risks, including credit, liquidity and foreign exchange risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company’s management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

 

Risk management

 

(a)Credit risk

 

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage. The primary sources of credit risk for the Company arise from cash and marketable securities.

 

The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future. As at June 30, 2025, the Company has no significant financial assets that are past due or impaired due to credit risk defaults. The Company’s maximum exposure to credit risk is limited to its cash and investment account balances.

 

(b)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due. The Company’s financial liabilities are comprised of accounts payable and accrued liabilities. The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company’s current cash flow position to meet its obligations. The Company manages its liquidity risk by maintaining sufficient cash and cash equivalents and short-term investment balances to meet its anticipated operational needs.

 

The Company’s accounts payable and accrued liabilities arose as a result of exploration and development of its exploration and evaluation assets and other corporate expenses. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

Page | 23

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Financial instruments (continued)

 

The following table summarizes the remaining contractual maturities of the Company’s financial liabilities.

 

   Maturity Dates  Sep 30, 2025   Sep 30, 2024 
      $   $ 
Accounts payable and accrued liabilities  < 12 months   680,211    1,126,443 
Convertible debt  > 12 months   11,797,160    11,075,438 

 

(c)Interest rate risk

 

From time-to-time, the Company invests excess cash in guaranteed investment certificates (“GICs”) at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return. As at June 30, 2025, the Company was exposed to nominal interest rate risk. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates. The Company has no debt bearing variable interest rate.

 

(c)Market risk

 

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is exposed to other price risk on its marketable securities due to fluctuations in the current market prices and fluctuations in trading volumes of those securities. The Company’s exposure to market risk is limited to the fair value of its marketable securities.

 

(d)Commodity price risk

 

The Company is exposed to price risk with respect to equity prices. Price risk as it relates to the Company is defined as the potential adverse impact on the Company’s ability to raise financing due to movements in individual equity prices or general movements in the level of the stock market. The Company closely monitors individual equity movements and the stock market to determine the appropriate course of action to be taken by the Company.

Page | 24

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Key estimates and judgments

 

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

 

Judgements

 

the recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects; the Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment;

 

the functional currency and reporting currency of the parent company, F3 Uranium Corp. and F4 Uranium Corp., is the Canadian Dollar. The functional currency Fission Energy Peru S.A.C. is the Peruvian Sol. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21, The Effects of Changes in Foreign Exchange Rates. The determination of functional currency involves certain judgments to determine the primary economic environment and the Company reconsiders the functional currency if there are changes in events and conditions of the factors used in the determination of the primary economic environment; and

 

the Company determines the flow-through share premium by allocating the total funds received between common share and flow-through premium liability by first assessing the fair value of the common shares issued, based on market price at issuance, with any excess considered being allocated to warrants (if any) and the flow-through premium.

 

Estimates

 

the discount rate used to present value the lease liability related to the office rent was estimated to be 18% which was based off of the Company’s interest rate on their corporate credit cards as the Company does not have any other interest bearing debt;

 

the inputs in accounting for share-based payment transactions in the statement of loss and comprehensive loss (using the Black-Scholes option pricing model) including volatility, probable life of options granted, time of exercise of the options and forfeiture rate; and

 

the determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts and therefore do not necessarily provide certainty as to their recorded values.

 

significant estimates are used to measure asset retirement obligations. Estimating future costs can be difficult and unpredictable as they are based principally on current legal and regulatory requirements and site closure plans that may change materially. The laws and regulations governing site closure and remediation in a particular jurisdiction are subject to review at any time and may be amended to impose additional requirements and conditions which may cause our provisions for environmental liabilities to be underestimated and could materially affect our financial position or results of operations. Estimates of future asset retirement obligation costs are also subject to operational risks such as acceptability of treatment techniques or other operational changes.

Page | 25

 

F3 Uranium Corp.
Management’s Discussion and Analysis
For the year ended September 30, 2025
(Expressed in Canadian dollars, unless otherwise noted)
(F3 LOGO)

 

Material accounting policy information

 

A summary of the Company’s material accounting policy information is included in Note 3 of the consolidated financial statements for the period ended September 30, 2025.

 

Certain information contained in this MD&A constitutes “forward-looking statements” and “forward-looking information” within the meaning of Canadian legislation.

 

Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur”, “be achieved” or “has the potential to”.

 

Forward looking statements are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements. The Company believes that the expectations reflected in this forward-looking information are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking information included in this MD&A should not be unduly relied upon.

 

This information speaks only as of the date of this MD&A. In particular, this MD&A may contain forward-looking information pertaining to the following: the likelihood of completing and benefits to be derived from corporate transactions; estimated exploration and development expenditures; expectations of market prices and costs; supply and demand for uranium; possible impacts of litigation and regulatory actions on the Company; the ability for the Company to identify suitable joint venture partners; exploration, development and expansion plans and objectives; and receipt of regulatory approvals, permits and licences under governmental regulatory regimes..

 

There can be no assurance that such statements will prove to be accurate, as the Company’s actual results and future events could differ materially from those anticipated in this forward-looking information as a result of the factors discussed below in this MD&A under the heading “Risks and uncertainties”.

 

Accordingly, readers should not place undue reliance on forward-looking statements. These factors are not, and should not be construed as being exhaustive. Statements relating to “mineral resources” are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this MD&A is expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking information after the date of this MD&A or to conform such information to actual results or to changes in the Company’s expectations except as otherwise required by applicable legislation.

 

Risks and uncertainties

 

The Company is subject to a number of risks and uncertainties, including: uncertainties related to exploration and development; uncertainties related to the nuclear power industry; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities, labour relations matters, and economic issues that could materially affect uranium exploration and mining. The cost of conducting and continuing mineral exploration and development is significant, and there is no assurance that such activities will result in the discovery of new mineralization or that the discovery of a mineral deposit will be developed and advanced to commercial production. The Company continually seeks to minimize its exposure to these adverse risks and uncertainties, but by the nature of its business and exploration activities, it will always have some degree of risk.

Page | 26

 

 

Exhibit 99.86

 

Form 52-109FV2

Certification of Interim Filings
Venture Issuer Basic Certificate

 

I, Dev Randhawa, Chief Executive Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended September 30, 2025.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: December 1, 2025

 

/s/ Dev Randhawa
 
Chief Executive Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)     controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)    a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1

 

 

Exhibit 99.87

 

Form 52-109FV2

Certification of Interim Filings
Venture Issuer Basic Certificate

 

I, Ryan Cheung, Chief Financial Officer of F3 Uranium Corp., certify the following:

 

1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of F3 Uranium Corp. (the “issuer”) for the interim period ended September 30, 2025.

 

2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

 

3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

 

Date: December 1, 2025

 

/s/ Ryan Cheung
 
Chief Financial Officer

 

NOTE TO READER

 

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

 

i)     controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

 

ii)    a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

 

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

1

 

 

Exhibit 99.88 

 

SLR International Corporation

1658 Cole Blvd, Suite 100, Lakewood, Colorado, 80401

 

  

December 12, 2025

 

 

Consent of SLR International Corporation

 

The undersigned hereby consents to the filing of the following technical report titled:

 

(i)       “NI 43-101 Technical Report for the Patterson Lake Property, Northern Saskatchewan, Canada” with an effective date November 20, 2023, dated January 25, 2023,

 

which is included in this registration statement on Form 40-F being filed by F3 Uranium Corp. with the United States Securities and Exchange Commission.

 

 

Regards,

 

SLR International Corporation

 

 

/s/ Grant A. Malensek
 
 

Grant A. Malensek, P.Eng.

Technical Director – U.S. Mining Advisory

 

1 

 

 

 

Exhibit 99.89

 

SLR International Corporation

1658 Cole Blvd, Suite 100, Lakewood, Colorado, 80401

 

 

 

December 12, 2025

 

 

Consent of Mark B. Mathisen

 

The undersigned hereby consents to the use of their name and the scientific and technical information with respect to:

 

(i)       “NI 43-101 Technical Report for the Patterson Lake Property, Northern Saskatchewan, Canada” with an effective date November 20, 2023, dated January 25, 2023; and

 

(ii)       the Amended Management Information Circular dated June 28, 2024,

 

which are included in this registration statement on Form 40-F being filed by F3 Uranium Corp. with the United States Securities and Exchange Commission.

 

Regards,

 

 

/s/ Mark B. Mathisen
 
 

Mark B. Mathisen, C.P.G.

Senior Principal Geologist

 

1 

 

 

 

Exhibit 99.90

 

CONSENT OF RAYMOND ASHLEY

 

The undersigned hereby consents to the use of their name and the scientific and technical information with respect to:

 

i.the Amended Management Information Circular dated June 28, 2024;
ii.the News Release dated July 22, 2024;
iii.the News Release dated July 30, 2024;
iv.the News Release dated August 13, 2024;
v.the News Release dated September 10, 2024;
vi.the Management’s Discussion & Analysis for the year ended June 30, 2024;
vii.the News Release dated October 29, 2024;
viii.the Management’s Discussion & Analysis for the first quarter ended September 30, 2024;
ix.the News Release dated December 3, 2024;
x.the News Release dated February 3, 2025;
xi.the News Release dated February 11, 2025;
xii.the News Release dated February 12, 2025;
xiii.the Management’s Discussion & Analysis for the second quarter ended December 31, 2024;
xiv.the News Release dated March 18, 2025;
xv.the News Release dated April 15, 2025;
xvi.the Management’s Discussion & Analysis for the nine-month period ended March 31, 2025;
xvii.the News Release dated June 24, 2025;
xviii.the News Release dated July 7, 2025;
xix.the News Release dated July 16, 2025;
xx.the News Release dated July 21, 2025;
xxi.the News Release dated August 5, 2025;
xxii.the News Release dated September 2, 2025;
xxiii.the News Release dated October 8, 2025;
xxiv.the Management’s Discussion & Analysis for the year ended June 30, 2025;and
xxv.the Management’s Discussion & Analysis for the three-month period ended September 30, 2025;

 

which are included in this registration statement on Form 40-F being filed by F3 Uranium Corp. with the United States Securities and Exchange Commission.

 

   
    /s/ Raymond Ashley
    Raymond Ashley, P. Geo
Date: December 12, 2025    

 

 

 

 

 

Exhibit 99.91

 

  

 

 

December 12, 2025

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement on Form 40-F (the “Form 40-F”) of our auditor’s report dated October 30, 2023 relating to the consolidated financial statements of F3 Uranium Corp. consisting of the consolidated statement of financial position as at June 30, 2023 and the related consolidated statement of operations and comprehensive loss, changes in shareholders’ equity and cash flows for the year then ended, which appears as Exhibit 99.22 to the Form 40-F.

 

 

Yours very truly,

 

/s/ Charlton & Company

 

CHARLTON & COMPANY

Chartered Professional Accountants

 

Vancouver, BC

 

 

 

SUITE 1111 | 1100 MELVILLE STREET | VANCOUVER, BC | V6E 4A6  

 

 

 

 

Exhibit 99.92

 

 

 

 

 

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in this Registration Statement on the Form 40-F of:

 

(i) our report dated October 28, 2025, relating to the consolidated statement of financial position as at June 30, 2025, and the related consolidated statements of loss and comprehensive loss, shareholders’ equity and cash flows for the year then ended of F3 Uranium Corp. which appears as Exhibit 99.78 to the Form 40-F; and

 

(ii) our report dated October 28, 2024, relating to the consolidated statement of financial position as at June 30, 2024, and the related consolidated statements of loss and comprehensive loss, shareholders’ equity and cash flows for the year then ended of F3 Uranium Corp. which appears as Exhibit 99.22 to the Form 40-F.

 

 

  /s/ DAVIDSON & COMPANY LLP
   
   
Vancouver, Canada Chartered Professional Accountants
   
December 12, 2025