F3 Announces Closing of Private Placements for Aggregate Gross Proceeds of C$12 Million
F3 Announces Closing of Private Placements
for Aggregate Gross Proceeds of C$12 Million
Kelowna, British Columbia--(Newsfile Corp. - May 26, 2023) -
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 "
Brokered Private Placement
") and non-
brokered private placement (the "
Non-Brokered Private Placement
", together with the Brokered
Private Placement, the "
Offering
") for aggregate gross proceeds of C$12.0 million. Collectively, the
Company sold 25,531,915 flow-through units of the Company (each, a "
FT Unit
") at a price of C$0.47
per FT Unit (the "
Offering Price
").
Under the Brokered Private Placement, the Company sold 21,276,596 FT Units at the Offering Price for
gross proceeds of C$10,000,000, which included the full exercise of the Underwriter's over-allotment
option. 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
").
Under the Non-Brokered Private Placement, the Company sold 4,255,319 FT Units at the Offering Price
for gross proceeds of C$2,000,000.
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$0.47 at any time on or before
May 26, 2026.
The expenditures to be renounced in respect of the Common Shares comprising the FT Units will qualify
as "flow-through critical mineral mining expenditures" as defined in subsection 127(9) of the Income Tax
Act (Canada) and a "flow-through mining expenditure" as defined in paragraph 2(2)(d) of The Mineral
Exploration Tax Credit Regulations, 2014 (Saskatchewan).
A total of 10,638,298 FT Units that were sold under the Brokered Private Placement were sold by way of
the "listed issuer" exemption under National Instrument 45-106 –
Prospectus Exemptions
in all the
provinces of Canada with the exception of Quebec (the "
Selling Jurisdictions
"). The Common Shares
issuable from these 10,638,298 FT Units are freely tradeable pursuant to applicable Canadian
securities legislation. The remaining 14,893,617 FT Units that were sold under the Brokered Private
Placement and Non-Brokered Private Placement were offered by way of the "accredited investor" and
minimum amount investment" exemptions under National Instrument 45-106 –
Prospectus Exemptions
in the Selling Jurisdictions. The Common Shares issuable from the sale of these 14,893,617 FT Units
are subject to a restricted period in Canada ending on September 26, 2023.
In connection with the Brokered Private Placement, the Company paid to the Underwriters an aggregate
cash commission of C$592,500, equal to 6.0% of the gross proceeds raised under the Brokered Private
Placement (the "
Broker Commission
") (except for gross proceeds raised from the sale of FT Units
sold to purchasers on the President's List, which was subject to a reduced 3.0% cash commission).
The
Company also issued to the Underwriters a total of 1,260,638 warrants of the Company (the "
Broker
Warrants
"), equal to 6.0% of the number of FT Units sold pursuant to the Brokered Private Placement
(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 3.0%). Each Broker Warrant entitles the holder thereof to purchase
one common share in the capital of the Company at a price of C$0.35 at any time on or before May 26,
2025.
In connection with the Non-Brokered Private Placement, the Company paid to applicable finders an
aggregate cash commission of C$120,000 and issued 255,319 finder's warrants with the same terms
as the Broker Warrants.
The proceeds of the Offering will be used by the Company to fund a minimum 30-hole drill program at the
JR zone on their PLN project. The summer program is expected to begin June 7
th
.
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 16 projects in the Athabasca Basin. Several of F3's projects are near large uranium
discoveries including Triple R, Arrow, and Hurricane.
ON BEHALF OF THE BOARD
"Dev Randhawa"
Dev Randhawa, CEO
F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2
Contact Information
Investor Relations
Telephone: 778 484 8030
Email:
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.
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 nickel 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.sedar.com
. The forward-looking
statements included in this press release are made as of the date of this press release and Fission
3.0 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.
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