Kelowna, British Columbia--(Newsfile Corp. - June 4, 2025) - F4 Uranium Corp. (TSXV: FFU) (the "Company" or "F4") is pleased to announce the details of an exploration program for five of its mineral properties located in the Athabasca Basin region of Saskatchewan (the "Exploration Program") and a non-brokered private placement consisting of up to 15,000,000 common shares of the Company (the "FT Shares") that shall qualify as "flow-through shares" for the purposes of the Income Tax Act(Canada)(the "Tax Act") at a price of $0.10 per FT Share for gross proceeds of up to $1,500,000 (the "Private Placement"). Red Cloud Securities Inc. will be acting as a finder in connection with the Offering.
The Exploration Program
One of F4's key strengths is its 100% ownership of 17 different uranium mineral properties located in the Athabasca Basin region of Saskatchewan, Canada. The Exploration Program is intended to advance exploration of five of F4's uranium mineral properties (collectively, the "Exploration Properties") consisting of Todd Lake, Wales Lake East and Wales Lake West, located in the western Athabasca Basin region of Saskatchewan and all within 30 kilometres (km) of Paladin Energy Limited's Triple R and NexGen Energy Limited's Arrow projects, Cree Bay, located in the northern Athabasca Basin with encouraging pervious drill results and Grey Island, located in the eastern Athabasca Basin approximately 50 km west of the Key Lake Mine. The Exploration Program is anticipated to commence in or around July 2025 and shall consist of the following:
Todd Lake: A ground electromagnetic (EM) survey to define drill targets by focusing on anomalies identified by airborne surveys. The Todd Lake property is situated in the historically underexplored Clearwater Domain which has been significantly upgraded by F3 Uranium Corp.'s ("F3") recent discovery of radioactivity at the "PW" area, less than 10 km to the northeast of the Todd Lake property.
Wales Lake East: Drilling of two holes to test priority conductivity.
Wales Lake West: Drilling of three holes to test priority conductivity targets and additional airborne VTEM surveys and subsequent follow-up ground EM.
Cree Bay - Mobile MT airborne geophysical survey to better identify structural corridors by enhancing previous airborne VTEM and ground EM geophysics carried out on the Cree Bay property. Two 2019 drill holes intersected wide structures in the Athabasca Sandstone with anomalous uranium geochemistry highlighting the potential for uranium mineralization on the Cree Bay property.
Grey Island - Mobile MT airborne geophysical survey as the first phase of exploration on the Grey Island property to develop exploration targets.
The Private Placement
The gross proceeds from the Private Placement will be used by the Company to incur "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Tax Act, 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 Exploration Program on the Exploration Properties. The Company intends to incur the Qualifying Expenditures on or before December 31, 2026, and renounce such Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025.
Red Cloud Securities Inc. (the "Finder") will act as a finder for the Company in respect of the Private Placement on a best-efforts basis. As compensation for its services, the Finder will receive cash compensation equal to 6% of the gross proceeds of the Offering raised by the Finder. The Finder will also receive non-transferable common share purchase warrants (the "Finder Warrants") which will entitle the Finder to acquire such number of common shares of the Company ("Common Shares") as is equal to 6% of the number of FT Shares placed by the Finder. The Finder Warrants will be exercisable at a price of $0.10 per Common Share at any time for a period of 24 months following the closing date of the Private Placement.
The Private Placement is scheduled to close on or about June 18, 2025, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The FT Shares to be issued under the Private Placement, the Finder Warrants and any Common Shares issued upon the exercise thereof will be subject to a statutory hold period of four months and one day from the closing date of the Private Placement.
It is anticipated that certain directors, officers and other insiders of the Company may acquire FT Shares under the Private Placement. Such participation will be considered to be "related party transactions" within the meaning of TSX Venture Exchange Policy 5.9 (the "Policy") and Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101") adopted in the Policy. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).
Qualified Person
The technical information in this news release has been reviewed and approved on behalf of the Company by Sam Hartmann, P.Geo., President & Chief Operation Officer of F4, and a qualified person as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About F4 Uranium Corp:
F4 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 discoveries. F4 currently has 17 projects in the Athabasca Basin, several of which are near large uranium discoveries including Triple R, Arrow and Hurricane. F4 has entered into option agreements on several of its properties which call for the applicable optionors to make cash payments and issue shares to F4, as well as to incur exploration expenditures on the properties in which they have been granted the option to earn an interest.
Contact Information
F4 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2
Investor Relations
Telephone: 778 484 8030
Email: ir@f4uranium.com
Forward Looking Statements
This news release contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements in this news release relate to, among other things: the Company's strategic plans; the Company's proposed Exploration Program at the Exploration Properties, including the timing of commencement of the Exploration Program and the anticipated objectives and results therefrom; the anticipated closing of the Private Placement; the commissions payable to the Finder; the net proceeds from the Private Placement and the intended use therefrom; and the intention and timing related to incurring Qualifying Expenditures and the renunciation thereof.
These forward-looking statements reflect the Company's current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include, among other things: conditions in general economic and financial markets; accuracy of assay results; geological interpretations from drilling results, timing and amount of capital expenditures; performance of available laboratory and other related services; future operating costs; the historical basis for current estimates of potential quantities and grades of target zones; the availability of skilled labour and no labour related disruptions at any of the Company's operations; no unplanned delays or interruptions in scheduled activities; all necessary permits, licenses and regulatory approvals for operations are received in a timely manner; the ability to secure and maintain title and ownership to properties and the surface rights necessary for operations; and the Company's ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.
The Company cautions the reader that forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the timing and content of work programs; results of exploration activities and development of mineral properties; the interpretation and uncertainties of drilling results and other geological data; receipt, maintenance and security of permits and mineral property titles; environmental and other regulatory risks; project costs overruns or unanticipated costs and expenses; availability of funds; failure to delineate potential quantities and grades of the target zones based on historical data; general market and industry conditions; and those factors identified under the caption "Risks Factors" in the Company's Listing Application on Form 2B.
Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE: F4 Uranium Corp.
