Future Fuels Announces $2.25 Million LIFE Flow-Through Offering

Rhea-AI Summary

Future Fuels (OTCQB:FTURF) has announced a non-brokered private placement to raise up to C$2,250,000 through a flow-through unit offering. The company will issue up to 3,000,000 FT Units at C$0.75 per unit under the Listed Issuer Financing Exemption.

Each FT Unit includes one flow-through common share and one warrant exercisable at C$0.80 for 24 months. The offering is expected to close around September 23, 2025. Proceeds will fund Canadian exploration expenses for critical minerals projects.

Additionally, the company has renewed its marketing agreement with MCS for €155,000 plus 16% agency fee and engaged Rumble Strip Media for C$250,000 to provide investor relations services.

Positive

• Flow-through structure provides tax benefits for Canadian investors
• Warrant exercise price of C$0.80 represents a 6.7% premium to unit price
• No hold period restrictions on securities under Listed Issuer Financing Exemption
• Proceeds targeted for critical minerals exploration, a strategic sector

Negative

• Significant dilution with 3 million new units being issued
• Substantial marketing expenses totaling over C$500,000 for short-term IR services
• Quebec investors excluded from the offering

VANCOUVER, BC / ACCESS Newswire / September 5, 2025 / Future Fuels Inc. (TSXV:FTUR)(OTCQB:FTURF)(FWB:S0J) ("Future Fuels" or the "Company"), a critical mineral exploration company, is pleased to announce that it intends to complete a non-brokered private placement for gross proceeds of up to C$2,250,000 from the sale of up to 3,000,000 "flow-through" units of the Company (each, a "FT Unit", and collectively, the "FT Units") at a price of C$0.75 per FT Unit (the "LIFE Offering") under the Listed Issuer Financing Exemption (as defined below).

Each FT Unit will consist of one "flow-through" Common Share (each, a "FT Share" and collectively, "FT Shares") and one "flow-through" Common Share purchase warrant (each a "FT Warrant" and collectively, "FT Warrants"), issued as "flow-through shares", as defined in subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). Each FT Warrant will be exercisable to acquire one Common Share (each a "Warrant Share", and collectively, "Warrant Shares") at a price of $0.80 per Warrant Share for a period of 24 months from the LIFE Closing Date (as defined below). The Warrant Shares underlying the FT Units will not qualify as "flow-through shares" under the Tax Act. The FT Warrants to be issued pursuant to the LIFE Offering will not be listed for trading on any stock exchange. The LIFE Offering is expected to close on or about September 23, 2025 (the "LIFE Closing Date"), or such other date as determined by the Company, such date being no later than 45 days from the date hereof.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

The gross proceeds of the LIFE Offering will be used to incur "Canadian exploration expenses" that are "flow-through critical mineral mining expenditures", within the meaning of the Tax Act, on the Company's Canadian critical minerals projects.

There is an offering document (the "Offering Document") related to the LIFE Offering that can be accessed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at: www.futurefuelsinc.com. Prospective investors should read this Offering Document before making an investment decision.

The Company may pay finder's fees in connection with the LIFE Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange. Completion of the LIFE Offering is subject to customary conditions and the receipt of all necessary approvals.

Marketing Update

Future Fuels also announces that it has entered into two marketing agreements:

1. The Company has renewed its prior engagement with MCS Market Communication Service GmbH ("MCS") effective September 5, 2025 for an additional term of 60 days. Pursuant to the new agreement, MCS agreed to provide the Company certain investor relations services for a total fee of €155,000, plus a 16% agency fee; and

2. The Company has also engaged Rumble Strip Media Inc. ("Rumble Strip) to provide investor relations services for a 35 day term commencing on September 15^th, 2025. Pursuant to this engagement, Rumble Strip will provide investor relations services to the Company for a total fee of C$250,000,

The services to be provided by MCS and Rumble will include, among other things, project management, delivery and consulting services for on-line and social media marketing campaigns and the co-ordination, maintenance and optimization of adwords campaigns, adaptation of adwords bidding strategies, optimization of adwords ads, adwords keyword research and optimization, optimization action for different device types, and the creation and optimization of landing pages.

MCS is a company based in Monheim am Rhein, Germany. Rumble Strip is a company based in Vancouver, BC. Each specialize in the management of on-line investor relations. MCS and its principal Monika Woeste are arm's length to the Company and (to the best of the Company's knowledge) hold no interest, directly or indirectly, in the securities of the Company or any right to acquire such an interest. Rumble Strip and its principal Rishi Savera are arm's length to the Company and (to the best of the Company's knowledge) hold no interest, directly or indirectly, in the securities of the Company or any right to acquire such an interest.

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 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 Future Fuels Inc.

Future Fuels' principal asset is the Hornby Uranium Project, covering the entire 3,407 km² Hornby Basin in north-western Nunavut, a geologically promising area with over 40 underexplored uranium showings, including the historic Mountain Lake Deposit. Additionally, Future Fuels holds the Covette Property in Quebec's James Bay region, comprising 65 mineral claims over 3,370 hectares.

On Behalf of the Board of Directors

~Rob Leckie~

Rob Leckie
CEO, Director
Future Fuels Inc.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company's exploration and development plans with respect its projects, statements regarding the LIFE Offering including, without limitation, statements regarding the completion or the expected LIFE Closing Date, the payment of finder's fees, the receipt of regulatory approvals, and the use of gross proceeds, and the Company's anticipated business and operational activities. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include, but are not limited to, the inherently unpredictable nature of resource exploration, market conditions and the risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect, and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward- looking statements as expressly required by applicable law.

CONTACT:

Rob Leckie
CEO and Director

info@futurefuelsinc.com
604-681-1568
www.futurefuelsinc.com

SOURCE: Future Fuels Inc.

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Future Fuels' (FTURF) flow-through offering?

Future Fuels is raising up to C$2.25 million by issuing up to 3 million flow-through units at C$0.75 per unit.

What are the terms of FTURF's flow-through unit warrants?

Each warrant is exercisable for one common share at C$0.80 for a period of 24 months from the closing date.

When is the expected closing date for Future Fuels' flow-through offering?

The offering is expected to close on or about September 23, 2025, with a maximum extension of 45 days from announcement.

How will Future Fuels (FTURF) use the proceeds from the offering?

The proceeds will be used for Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures on the company's Canadian critical minerals projects.

What marketing agreements has Future Fuels recently entered?

Future Fuels renewed its agreement with MCS for €155,000 plus 16% agency fee and engaged Rumble Strip Media for C$250,000 for investor relations services.