F3 Issues Common Shares for Interest Debt Settlement

Rhea-AI Summary

F3 Uranium (TSXV: FUU / OTCQB: FUUFF) will issue 1,573,427 common shares at a deemed price of $0.143 per share to settle $225,000 of accrued interest covering October 1, 2025–March 31, 2026. Shares-for-debt require TSX-V approval and carry a four-month-and-one-day hold.

The underlying debenture pays a 9% coupon, matures October 18, 2028, and is convertible at $0.56 per share; up to one-third of interest may be paid in shares using a 20-day VWAP calculation.

Positive

• Settles $225,000 accrued interest without immediate cash outflow
• Issues 1,573,427 shares to convert debt interest into equity

Negative

• Issuance of 1,573,427 shares causes shareholder dilution
• Debenture convertible at $0.56 could increase future dilution if converted

Kelowna, British Columbia--(Newsfile Corp. - April 23, 2026) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) ("F3" or the "Company") notes that pursuant its financing agreement with Denison Mines Corp. from October 2023, ("Denison") (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the accrued interest for the past to quarters with the issuance of common shares (the "Debt Settlement").

On January 28th, 2028, the Company announced it was seeking TSX-V approval to issue a total of 815,217 common shares of the corporation at a deemed price of $0.138 per share for accrued interest for the period between October 1 and December 31, 2025 ("Q2"). The Company has updated its application and is now seeking approval to settle a total of $225,000 in interest, representing the accrued total for the expanded period from October 1, 2025, to March 31, 2026 ("Q2 and Q3"). The total interest owed shall be settled through the issuance of 1,573,427 common shares at a deemed price of $0.143 per share.

Terms of the Debenture as previously announced

The Debenture carries a 9% coupon (the "Interest"), payable quarterly, has a maturity date of October 18, 2028, and is convertible at Denison's option into common shares of the Company at a conversion price of $0.56 per share (the "Conversion Price"). F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3's common shares on the TSX Venture Exchange (the "TSXV") for the 20 trading days ending on the day prior to the date on which such payment of Interest is due. Full details of the debenture are noted in the press releases of October 6 and October 18, 2023.

All securities issued pursuant to the Debt Settlement are subject to the approval of the TSX-V and, when issued, a statutory hold period in Canada expiring four months and one day from the date of issuance.

The shares-for-debt transaction was approved by the Company's Board of Directors pursuant to the terms of the debenture and did not require a formal valuation nor minority shareholder approval pursuant to Multilateral Instrument 61-101.

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.

F3 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2

Contact Information

Investor Relations
Telephone: 778-484-8030
Email: ir@f3uranium.com

ON BEHALF OF THE BOARD
"Dev Randhawa"
Dev Randhawa, CEO

Forward Looking Statements

This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include ability to complete the private placement, market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates, opinions, or other factors should change.

The TSX Venture Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/293969

FAQ

Why is F3 (FUUFF) issuing 1,573,427 shares on April 23, 2026?

To settle $225,000 of accrued interest by issuing shares instead of cash. According to the company, the issuance covers interest from October 1, 2025 to March 31, 2026 and is subject to TSX-V approval and a four-month-and-one-day hold.

How was the deemed price per share determined for F3's debt settlement (FUUFF)?

The deemed price for this settlement is $0.143 per share for the 1,573,427 shares. According to the company, that price was used to convert the $225,000 interest obligation into common shares.

What are the key terms of the debenture linked to F3's share issuance (FUUFF)?

The debenture carries a 9% coupon, matures October 18, 2028, and is convertible at $0.56 per share. According to the company, up to one-third of interest may be paid in shares using a 20-day VWAP.

Will the shares issued by F3 (FUUFF) be tradable immediately after issuance?

No. The shares will be subject to a statutory hold period in Canada expiring four months and one day after issuance. According to the company, TSX-V approval is required before issuance and the hold period applies when shares are issued.

Did F3 require shareholder approval for the shares-for-debt transaction (FUUFF)?

No minority shareholder approval was required for this transaction under Multilateral Instrument 61-101. According to the company, the board approved the shares-for-debt settlement and no formal valuation was necessary under the debenture terms.