F3 Announces Bought Deal Private Placement for Gross Proceeds of C$5 Million
SYMBOL TSXV: FUU
OTC SYMBOL: FUUFF
www.f3uranium.com
April 2, 2026
F3 Announces Bought Deal Private Placement for Gross
Proceeds of C$5 Million
News Release – Kelowna, British Columbia – April 2, 2026: 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 25,000,000 common shares of the Company to be issued as “flow-through shares” 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”) at a price of C$0.20 per FT Share (the “ Offering Price”) for gross proceeds of C$5,000,000 (the
“Underwritten Offering”).
In addition, the Company has agreed to grant to the Underwriters an option (the “Underwriters’ 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
5,000,000 FT Shares at the Offering Price for up to an additional C$1,000,000 in gross proceeds.
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, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers of the
FT Shares effective December 31, 2026.
The FT Shares will be offered by way of the “accredited investor” and “minimum amount investment”
exemptions under National Instrument 45 -106 – Prospectus Exemptions in all of the provinces of Canada.
The FT Shares 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 herein) as defined in Subsection 2.5(2) of Multilateral Instrument 45 -
102 – Resale of Securities.
The Offering is scheduled to close on April 17, 2026 (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 United States Securities
Act of 1933, as amended (the “ U.S. Securities Act“) or any state securities laws and may not be offered or
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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.
F3 Uranium Corp.
750 - 1620 Dickson Avenue
Kelowna, BC V1Y 9Y2
Contact Information
Investor Relations
Telephone: 778 484 8030
Email: [email protected]
ON BEHALF OF THE BOARD
“Dev Randhawa”
Dev Randhawa, Chairman & CEO
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 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;
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the estimated costs of development of exploration projects; the Company’s ability to operate in a safe and
effective manner.
T
hese 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. Reade rs 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 fac tors 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.