F4 Announces Closing of $1.4 Million Private Placement
F4 Announces Closing of $1.4 Million Private
Placement
Kelowna, British Columbia--(Newsfile Corp. - June 19, 2025) - F4 Uranium Corp. (TSXV: FFU) (the
"
Company
" or "
F4
") is pleased to announce that it has closed its previously announced non-brokered
private placement consisting of 14,000,000 common shares of the Company (the "
FT Shares
") that
qualify as "flow-through shares" for the purposes of the
Income Tax Act
(Canada) (the "
Tax Act
") at a
price of $0.10 per FT Share for gross proceeds of $1,400,000 (the "
Private Placement
").
The Company intends to use the proceeds from the Private Placement to incur "Canadian exploration
expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in
the Tax Act, 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 exploration program on five of its mineral properties located in the Athabasca Basin
region of Saskatchewan (see June 4, 2025 news release). The Company intends to incur the Qualifying
Expenditures on or before December 31, 2026, and renounce such Qualifying Expenditures in favour of
the subscribers of the FT Shares effective December 31, 2025.
Red Cloud Securities Inc. ("
Red Cloud
"), among others (collectively, the "
Finders
") acted as finders for
the Company in respect of the Private Placement. As compensation for their services, the Company
paid to the Finders cash compensation equal to $69,360 and issued to Red Cloud 693,600 non-
transferable finder warrants (the "
Finder Warrants
"). Each Finder Warrant entitles Red Cloud to acquire
one common share of the Company (each, a "
Common Share
") at price of $0.10 per Common Share
at any time until June 19, 2027.
All securities issued pursuant to the Private Placement are subject to a hold period of four months and
one day expiring on October 20, 2025.
Certain insiders of the Company have acquired a total of 2,000,000 FT Shares under the Private
Placement.
Such participation is considered to be "related party transactions" within the meaning of
TSX Venture Exchange ("
TSX-V
") Policy 5.9 (the "
Policy
") and Multilateral Instrument 61-
101-
Protection of Minority Security Holders in Special Transactions
("
MI 61-101
") adopted in the
Policy. The Company is relying on the exemptions from the formal valuation and minority shareholder
approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of
related party participation in the Private Placement as neither the fair market value (as determined under
MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction,
insofar as it involves interested parties, is expected to exceed 25% of the Company's market
capitalization (as determined under MI 61-101). The Company did not file a material change report 21
days prior to closing of the Private Placement as the insider participation had not been confirmed at that
time.
In addition, the Company announces that pursuant to the terms of a Financial Advisory Agreement
between the Company and Haywood Securities Inc. ("
Haywood
"), as amended, the Company has
agreed to issue to Haywood 666,667 Common Shares at a deemed price of $0.15 per Common Share
(the "
Success Fee
"), plus applicable taxes payable in cash. The Success Fee is being paid to
Haywood as compensation for acting as financial advisor to the Company in connection with the
Company's "spin-out" transaction with F3 Uranium Corp. pursuant to a statutory plan of arrangement
under Section 192 of the
Canada Business Corporations Act
. The payment of the Success Fee
remains subject to the approval of the TSX-V, and the Common Shares comprising the Success Fee
shall be subject to a hold period of four months and one day in accordance with the policies of the TSX-
V.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be
any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful, including any of the securities in the United States of America. The securities have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "
1933 Act
")
or any state securities laws and may not be offered or sold within the United States or to, or for account
or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the
1933 Act and applicable state securities laws, or an exemption from such registration requirements is
available.
About F4 Uranium Corp:
F4 Uranium is a Canadian uranium exploration company focused on the Athabasca Basin in northern
Saskatchewan-home to the world's largest high-grade uranium deposits and a source of approximately
20% of global uranium supply. The Company holds a 100% interest in 17 properties, all of which are
being advanced by one of the Basin's most successful technical and management teams. With a long
history of exploring in the region, the team recently announced its fourth uranium discovery for F3
Uranium Corp.
Contact Information
F4 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2
Investor Relations
Telephone: 778 484 8030
Email:
Forward-Looking Statements
This news release contains "forward-looking statements" and "forward-looking information"
(collectively, "
forward-looking statements
") within the meaning of applicable securities legislation.
All statements, other than statements of historical fact, are forward-looking statements. Forward-
looking statements in this news release relate to, among other things: the proceeds from the Private
Placement and the intended use thereof; the intention and timing related to incurring Qualifying
Expenditures and the renunciation thereof; and the payment of the Success Fee.
These forward-looking statements reflect the Company's current views with respect to future events
and are necessarily based upon a number of assumptions that, while considered reasonable by the
Company, are inherently subject to significant operational, business, economic and regulatory
uncertainties and contingencies. These assumptions include, among other things: conditions in
general economic and financial markets; accuracy of assay results; geological interpretations from
drilling results, timing and amount of capital expenditures; performance of available laboratory and
other related services; future operating costs; the historical basis for current estimates of potential
quantities and grades of target zones; the availability of skilled labour and no labour related
disruptions at any of the Company's operations; no unplanned delays or interruptions in scheduled
activities; all necessary permits, licenses and regulatory approvals for operations are received in a
timely manner; the ability to secure and maintain title and ownership to properties and the surface
rights necessary for operations; and the Company's ability to comply with environmental, health and
safety laws. The foregoing list of assumptions is not exhaustive.
The Company cautions the reader that forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual results and developments to differ materially
from those expressed or implied by such forward-looking statements contained in this news release
and the Company has made assumptions and estimates based on or related to many of these
factors. Such factors include, without limitation: the timing and content of work programs; results of
exploration activities and development of mineral properties; the interpretation and uncertainties of
drilling results and other geological data; receipt, maintenance and security of permits and mineral
property titles; environmental and other regulatory risks; project costs overruns or unanticipated costs
and expenses; availability of funds; failure to delineate potential quantities and grades of the target
zones based on historical data; general market and industry conditions; and those factors identified
under the caption "Risks Factors" in the Company's Listing Application on Form 2B.
Forward-looking statements are based on the expectations and opinions of the Company's
management on the date the statements are made. The assumptions used in the preparation of such
statements, although considered reasonable at the time of preparation, may prove to be imprecise
and, as such, readers are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date the statements were made. The Company undertakes no obligation to
update or revise any forward-looking statements included in this news release if these beliefs,
estimates and opinions or other circumstances should change, except as otherwise required by
applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/256117