Tuesday, 02 January 2024 12:17 GMT

F3 Announces Upsize Of Bought Deal LIFE Private Placement For Gross Proceeds Of C$17 Million


(MENAFN- Newsfile Corp) Kelowna, British Columbia--(Newsfile Corp. - September 11, 2025) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) (" F3 " or the " Company ") is pleased to announce that as a result of strong investor demand, the company has increased the aggregate gross proceeds of its previously announced "bought deal" private placement (the " Underwritten Offering ") from C$15,000,000 to C$17,000,000. Pursuant to the upsized and revised Underwritten Offering, the Underwriters (as defined herein) have agreed to purchase for resale the following:

  • 25,000,000 units of the Company (each, a " Unit ") at a price of C$0.20 per Unit (the " Unit Price ");

  • 23,333,334 federal flow-through units of the Company to be sold to charitable purchasers (the " FFT Units ") at a price of C$0.30 per FFT Unit (the " FFT Unit Price "); and

  • 15,151,515 Saskatchewan flow-through units of the Company to be sold to charitable purchasers (the " SFT Units ") at a price of C$0.33 per SFT Unit.

The Units and FT Units (as defined herein) shall be collectively referred to as the " Offered Securities ".

Each Unit will consist of one common share of the Company (each, a " Common Share ") and one-half of one Common Share purchase warrant (each whole warrant, a " Warrant "). Each FT Unit will consist of one Common Share to be issued as a "flow-through share" 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 ") and one-half of one Warrant. Each whole Warrant shall entitle the holder to purchase one Common Share (each, a " Warrant Share ") at a price of C$0.30 at any time on or before that date which is 36 months after the Closing Date (as herein defined).

Red Cloud Securities Inc. (" Red Cloud ") is acting as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, the " Underwriters ") under the Offering (as defined herein). The Company has agreed to grant to the Underwriters an option (the " Over-Allotment 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 number of (i) Units at the Unit Price, (ii) FFT Units at the FFT Unit Price, and (iii) non-critical mineral flow-through units of the Company to be sold to charitable purchasers (the " Non-Critical FT Units ", and together with the FFT Units and SFT Units, the " FT Units ") at a price of C$0.27 per Non-Critical FT Unit for up to an additional C$3,000,000 in gross proceeds.

The proceeds of the Offering will be used by the Company to fund the exploration of the Company's projects in the Athabasca Basin in Saskatchewan as well as for general corporate purposes and working capital, as is more fully described in the Amended Offering Document (as herein defined).

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" (with the exception of FT Shares issued from the sale of Non-Critical FT Units, which proceeds will qualify as "flow-through 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, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2025.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), the Offered Securities will be offered for sale to purchasers resident in all of the provinces of Canada with the exception of Québec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the " Listed Issuer Financing Exemption "). The securities issuable from the sale of the Offered Securities are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the " U.S. Securities Act "). All securities not issued pursuant to the Listed Issuer Financing Exemption 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 in Subsection 2.5(2) of Multilateral Instrument 45-102 - Resale of Securities.

There is an amended and restated offering document (the " Amended Offering Document ") related to the Offering that can be accessed under the Company's profile at and at the Company's website at . Prospective investors should read this Amended Offering Document before making an investment decision.

The Offering is scheduled to close on October 1, 2025 (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 U.S. Securities Act or any state securities laws and may not be offered or 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.

ON BEHALF OF THE BOARD

"Dev Randhawa"
Dev Randhawa, Chairman & CEO

MENAFN11092025004218003983ID1110050586

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