A news release was issued and disseminated through news wire services on
1395-8072-5772.2
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
May 30, 2024
Item 3 News Release
A news release was issued and disseminated through news wire services on May 30, 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$10,074,414.59, issuing
7,409,908 federal flow-through units of the Company (the “FFT Units”) at a price of C$0.5355 per FFT Unit and
10,447,235 Saskatchewan flow-through units of the Company (the “SFT Units”, and together with the FFT Units,
the “FT Units”) at a price of C$0.5845 per SFT Unit, for an aggregate of 17,857,143 FT Units at a blended price
of C$0.5642 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: [email protected]
Phone: 778-484-8030
Item 9 Date of Report
June 6, 2024
1395-8072-5772.2
Schedule “A”
F3 Announces Closing of Private Placement for Aggregate Gross Proceeds of C$10 Million
Kelowna, British Columbia--(Newsfile Corp. - May 30, 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$10,074,414.59, which includes the full exercise of the
Underwriters' over-allotment option. Under the Offering, the Company sold 7,409,908 federal flow -through units of the
Company (the "FFT Units") at a price of C$0.5355 per FFT Unit and 10,447,235 Saskatchewan flow -through units of the
Company (the "SFT Units", and together with the FFT Units, the "FT Units") at a price of C$0.5845 per SFT Unit, for an
aggregate of 17,857,143 FT Units at a blended price of C$0.5642 per FT Unit on a "bought deal" basis.
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 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 at
a price of C$0.56 at any time on or before May 30, 2026.
A total of 8,928,571 FT Units under the Offering, 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 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 Offering 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 restricted period in Canada
ending on October 1, 2024.
In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$540,342.80,
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 957,589 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$0.56 at any time on or before
May 30, 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 project generator and exploration company, focusing on projects in the Athabasca Basin, home to
some of the world's largest high grade uranium deposits. F3 Uranium currently has 20 projects in the Athabasca Basin.
Several of F3's projects are near large uranium deposits, including Triple R, Arrow and Hurricane.
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: [email protected]
1395-8072-5772.2
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.