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F3 URANIUM CORP. (the “Company” or “F3”)

1. SUMMARY OF OFFERING

What are we offering?

No securities regulatory authority or regulator has assessed the merits of these securities or reviewed this document. Any representation to the contrary is an offence. This Offering may not be suitable for you and you should only invest in it if you are willing to risk the loss of your entire investment. In making this investment decision, you should seek the advice of a registered dealer.

All references in this offering document to “dollars” or “$” are to Canadian dollars, unless otherwise stated.

F3 is conducting a listed issuer financing under section 5A.2 of National Instrument 45-106 Prospectus Exemptions. In connection with this Offering, the Company represents the following is true:

• The Company has active operations and its principal asset is not cash, cash equivalents or its exchange listing.
• The Company has filed all periodic and timely disclosure documents that it is required to have filed.
• The total dollar amount of this Offering, in combination with the dollar amount of all other offerings made under the listed issuer financing exemption in the 12 months immediately before the date of this offering document, will not exceed the amount that is equal to 10% of the Company’s market capitalization, to a maximum of $10,000,000.
• The Company will not close this Offering unless the Company reasonably believes it has raised sufficient funds to meet its business objectives and liquidity requirements for a period of 12 months following the distribution.
• The Company will not allocate the available funds from this Offering to an acquisition that is a significant acquisition or restructuring transaction under securities law or to any other transaction for which the Company seeks security holder approval.

Cautionary Statement Regarding Forward-Looking Information

This offering document contains “forward-looking information” and “forward-looking statements” (referred to together herein as “forward-looking information”). Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue”, “plans” or similar terminology. Forward-looking statements and information are not historical facts, are made as of the date of this offering document, and include, but are not limited to, statements regarding discussions of results from operations (including, without limitation, statements about the Company’s opportunities, strategies, competition, expected activities and expenditures as the Company pursues its business plan, the adequacy of the Company’s available cash resources and other statements about future events or results), performance (both operational and financial) and business prospects, future business plans and opportunities and statements as to management’s expectations with respect to, among other things, the activities contemplated in this offering document.

Forward-looking statements included or incorporated by reference in this offering document include, without limitation, statements related to the Offering; the Company’s planned and future exploration on the PLN Project and its other mineral properties; the Company’s goals regarding exploration and potential development of its projects; the Company’s future business plans; expectations regarding the Spin Out; expectations regarding the ability to raise further capital; and expectations regarding the use of proceeds.

These forward-looking statements involve numerous risks and uncertainties and other factors which may cause the actual results, performance or achievements of F3 to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Important factors that may cause actual results to vary include without limitation, the Company may fail to find a commercially viable deposit at any of its mineral properties; there are no mineral resources or mineral reserves on any of the properties in which the Company has an interest; the Company’s plans may be adversely affected by the Company’s reliance on historical data compiled by previous parties involved with its mineral properties; mineral exploration and development are inherently risky; the mineral exploration industry is intensely competitive; additional financing may not be available to the Company when required or, if available, the terms of such financing may not be favourable to the Company; fluctuations in the demand for uranium; the Company may not be able to identify, negotiate or finance any future acquisitions successfully, or to integrate such acquisitions with its current business; the Company’s exploration activities are dependent upon the grant of appropriate licenses, concessions, leases, permits and regulatory consents, which may be withdrawn or not granted; the Company’s operations could be adversely affected by possible future government legislation, policies and controls or by changes in applicable laws and regulations; there is no guarantee that title to the properties in which the Company has a material interest will not be challenged or impugned; the Company faces various risks associated with mining exploration that are not insurable or may be the subject of insurance which is not commercially feasible for the Company; the volatility of global capital markets over the past several years has generally made the raising of capital more difficult; economic and other consequences from Russia’s military action against Ukraine and the sanctions imposed in response to that action; inflationary cost pressures may escalate the Company’s operating costs; compliance with environmental regulations can be costly; social and environmental activism can negatively impact exploration, development and mining activities; the success of the Company is largely dependent on the performance of its directors and officers; the Company’s operations may be adversely affected by First Nations land claims; the Company and/or its directors and officers may be subject to a variety of legal proceedings, the results of which may have a material adverse effect on the Company’s business; the Company may be adversely affected if potential conflicts of interests involving its directors and officers are not resolved in favour of the Company; the Company’s future profitability may depend upon the world market prices of uranium; uncertainty regarding public acceptance of nuclear energy and competition from other energy sources; dilution from future equity financing could negatively impact holders of the Company’s securities; failure to adequately meet infrastructure requirements could have a material adverse effect on the Company’s business; the Company’s projects now or in the future may be adversely affected by risks outside the control of the Company; the Company is subject to various risks associated with climate change; and other factors discussed under “Risk Factors” in the Company’s annual information form.

In making the forward-looking statements in this offering document, F3 has applied several material assumptions, including without limitation, the assumptions that: the ability to raise any necessary additional capital on reasonable terms to advance exploration and development of the Company’s mineral properties; future prices of uranium and other metal prices; expectations regarding the demand for, and supply of, uranium, the outlook for long-term contracting, changes in regulations, public perception of nuclear power, and the construction of new and relicensing of existing nuclear power plants; the timing and results of exploration and drilling programs; the demand for, and price of uranium; that general business and economic conditions will not change in a material adverse manner; the Company’s ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the geology of the PLN Project as described in the Technical Report (as such term is defined herein); the accuracy of budgeted exploration and development costs and expenditures; future currency exchange rates and interest rates; operating conditions being favourable such that the Company is able to operate in a safe, efficient and effective manner; the Company’s ability to attract and retain skilled personnel; political and regulatory stability; the receipt of governmental, regulatory and third-party approvals, licenses and permits on favourable terms; obtaining required renewals for existing approvals, licenses and permits on favourable terms; requirements under applicable laws; sustained labour stability; stability in financial and capital goods markets; availability of equipment.

Certain of the risks and assumptions are described in more detail in F3’s audited financial statements and management discussion and analysis for the years ended June 30, 2023 and 2022, available at F3’s website https://f3uranium.com/ or under F3’s profile on SEDAR+ at sedarplus.ca.

The actual results or performance by F3 could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of the Company. Except as required by law, F3 is under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

2. SUMMARY DESCRIPTION OF BUSINESS

What is our business?

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp., which was completed on December 6, 2013.

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in Alberta, and in Saskatchewan’s Athabasca Basin. The Company's primary objective is to locate, evaluate and acquire properties with the potential to host high grade uranium. The preference is to evaluate early-stage properties with the potential to host high grade uranium at shallow depths and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means. Therefore, the Company engages in early-stage land acquisitions and is a “Project Generator”.

The Company has approximately 211,383 ha of exploration properties with uranium potential in Saskatchewan in Canada.

The Company’s award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

The Company’s common shares are listed on the TSXV under the symbol “FUU”, the OTCQB under the symbol “FISOF” and the FSE under the symbol “X42”.

Recent Developments

The following is a brief summary of key recent developments involving or affecting the Company.

On January 22, 2024, the Company announced that it had entered into a property swap agreement with CanAlaska Uranium Ltd. (“CanAlaska”), pursuant to which F3 will receive CanAlaska’s Patterson West Property in exchange for F3’s Hobo Lake Property (as defined below). Both properties are located in or near the Athabasca Basin, Saskatchewan. The Patterson West Property mineral claims have been incorporated with the Broach Property such that it now comprises 17 claims with a total area of 19,023 ha.

On January 16, 2024, the Company announced that it had initiated steps to spin out (the “Spin Out”) 14 of the Company’s prospective uranium exploration projects in the Athabasca Basin including the Lazy Edward Bay, Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake and Flowerdew Lake properties into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. The PLN property along with the Broach and Minto Properties will remain with F3. It is expected that the Spin Out will be effected by way of a plan of arrangement, under the Canada Business Corporations Act.

On October 18, 2023, the Company announced that it had completed a financing with Denison Mines Corp. (“Denison”) for a $15 million strategic investment by Denison with the acquisition of unsecured convertible debentures issued by F3. The debentures are convertible at a conversion price of $0.56. Assuming conversion of the debentures and no other changes to F3’s outstanding share capital, shares issued would represent approximately 6% of the Company.

On September 26, 2023, the Company announced the appointment of Laurie Thomas to the Board of Directors.

On September 12, 2023 the Company completed a bought deal private placement for aggregate gross proceeds of $20 million. Under the offering the company sold 41,237,113 flow-through units of the Company, which included the full exercise of the Underwriters’ over-allotment option, at a price of $0.485 per flow-through unit. Each flow-through unit consisted of one common share of the Company issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one half of one Common Share purchase warrant. Each whole warrant shall entitle the holder to purchase one common share at a price of $0.485 per warrant share at any time on or before September 12, 2025.

Material Facts

There are no material facts about the securities being distributed that have not been disclosed in this offering document or in any other document filed by the Company in the 12 months preceding the date of this offering document.

What are the business objectives that we expect to accomplish using the available funds?

Our business objectives over the next 12 months using the expected proceeds from this Offering and $29,581,035 cash on hand are as follows:

1. The Company anticipates investing up to $12,960,170 in drilling the JR Zone at the PLN Property.
2. Existing cash on hand is expected to be used for general working capital and to assess other corporate and property opportunities.

3. USE OF AVAILABLE FUNDS

What will our available funds be upon the closing of the Offering?

The net proceeds of the Offering and the funds which will be available to the Company after the Offering (and if the Over-Allotment Option is fully exercised) are as follows:

How will we use the available funds?

We will use the available funds as follows:

The Company intends to spend the net proceeds as stated. The Company will reallocate funds only for sound business reasons.

How have we used the other funds we have raised in the past 12 months?

The net proceeds of the private placement of flow-through common shares of the Company for gross proceeds of $20 million that closed on September 12, 2023 were disclosed to be for exploration of the Company’s projects in the Athabasca Basin.

4. FEES AND COMMISSIONS

Who are the dealers or finders that we have engaged in connection with this Offering, if any, and what are their fees?

a) the name of the dealer, finder, or other person; 

The Company has engaged Red Cloud to act as lead underwriter and sole bookrunner on behalf of the Underwriters, under the Offering.

b) a description of each type of compensation and the estimated amount to be paid for each type;

The Company shall pay to the Underwriters, on the Closing Date, a cash commission of 5.5% of the gross proceeds raised in respect of Offering (the “Underwriters’ Commission”). In addition, at the Closing, the Company shall issue to the Underwriters warrants of the Company (the “Broker Warrants”), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 5.5% of the number of FT Units sold under the Offering at an exercise price equal to C$0.56 per Common Share.

All FT Units sold to purchasers under the President’s List will be subject to a reduced Underwriters’ Commission of 2.75% and that number of Broker Warrants equal to 2.75% of the number of FT Units sold to purchasers under the President’s List.

c) if a commission is being paid, the percentage that the commission will represent of the gross proceeds of the Offering (assuming both the minimum and maximum offering);

5.5%

d) details of any broker’s warrants or agent’s option (including number of securities under the warrants or option, exercise price and expiry date); and

See above.

e) if any portion of the compensation will be paid in securities, details of the securities (including number, type and, if options or warrants, the exercise price and expiry date).

See above.

Do the Underwriters have a conflict of interest?

To the knowledge of the Company, it is not a “related issuer” or “connected issuer” of or to the Underwriters, as such terms are defined in National Instrument 33-105 – Underwriting Conflicts.

5. PURCHASERS’ RIGHTS

Rights of Action in the Event of a Misrepresentation

If there is a misrepresentation in this offering document, you have a right:

1. To rescind your purchase of these securities with the Company; or

2. To damages against the Company and may, in certain jurisdictions, have a statutory right to damages from other persons.

These rights are available to you whether or not you relied on the misrepresentation. However, there are various circumstances that limit your rights. In particular, your rights might be limited if you knew of the misrepresentation when you purchased the securities.

If you intend to rely on the rights described in paragraph (a) or (b) above, you must do so within strict time limitations.

You should refer to any applicable provisions of the securities legislation of your province or territory for the particulars of these rights or consult with a legal advisor.

1. ADDITIONAL INFORMATION

Where can you find more information about us?

A security holder can access the Company’s continuous disclosure record at sedarplus.ca or the Company’s website at www.f3uranium.com.

1. DATE AND CERTIFICATE

This offering document, together with any document filed under Canadian securities legislation on or after May 1, 2024, contains disclosure of all material facts about the securities being distributed and does not contain a misrepresentation.

Dated May 1, 2024.