F3 Announces Closing of C$20 Million Bought Deal LIFE Private Placement

Executive Summary

• F3 Uranium Corp. closed its previously announced bought‑deal private placement, raising C$20 million in gross proceeds.
• The offering comprised 25 M standard units at C$0.20 each and various flow‑through units (NFT, FFT, SFT) priced between C$0.27 and C$0.33 per unit.
• Proceeds will fund exploration of the Company’s Athabasca Basin projects and general corporate purposes; FT‑unit proceeds are earmarked for eligible Canadian exploration expenses through December 2026.

Key Details

• Total Gross Proceeds: C$20,000,000 (including full exercise of underwriters’ over‑allotment option).
• Units Sold:
• 25,000,000 standard Units @ C$0.20 per Unit.
• 14,814,815 NFT Units @ C$0.27 per Unit (charitable purchasers).
• 16,666,667 FFT Units @ C$0.30 per Unit (charitable purchasers).
• 18,181,818 SFT Units @ C$0.33 per Unit (charitable purchasers).
• Composition of Securities:
• Each standard Unit = 1 common share + ½ warrant (full warrant allows purchase of 1 common share at C$0.30, exercisable until 3 Oct 2028).
• Each FT Unit = 1 flow‑through share + ½ warrant (same warrant terms as above).
• Underwriters: Lead underwriter/sole bookrunner – Red Cloud Securities Inc.; syndicate includes Canaccord Genuity Corp., Haywood Securities Inc., and SCP Resource Finance LP.
• Commission & Broker Warrants:
• Cash commission paid to underwriters: C$1,095,619 (5.5% of gross proceeds, reduced to 2.75% for President’s List units).
• Broker Warrants issued: 4,091,975 warrants (5.5% of FT Units sold; reduced proportionally for President’s List units). Each warrant permits purchase of one common share at C$0.20, exercisable until 3 Oct 2028.
• Use of Proceeds:
• Exploration of Athabasca Basin projects in Saskatchewan (Patterson Lake North, Minto, Broach).
• General corporate purposes and working capital.
• FT‑unit proceeds specifically allocated to eligible Canadian exploration expenses qualifying as flow‑through critical mineral mining expenditures (or flow‑through mining expenditures for non‑critical units) and to eligible flow‑through mining expenditures under Saskatchewan’s Mineral Exploration Tax Credit Regulations, with renunciation effective 31 Dec 2025.
• Regulatory Notes:
• Securities issued to Canadian investors under the Listed Issuer Financing Exemption; offshore/U.S. placements made under applicable securities law exemptions.
• Hold period for non‑exempt securities ends 3 Feb 2026.
• Closing subject to final TSX Venture Exchange approval.

Notable Quotes

• “The successful closing of this financing provides us with the capital needed to advance our high‑grade uranium projects in the world‑class Athabasca Basin and positions F3 Uranium for continued growth.” – Dev Randhawa, Chairman & CEO