F3 Issues Shares for Interest Debt Settlement

Rhea-AI Summary

F3 Uranium Corp. (OTCQB: FUUFF) has announced a debt settlement arrangement with Denison Mines Corp. related to an outstanding financing agreement from October 2023. The company will settle a portion of accrued interest through a combination of $225,000 in cash and 478,723 common shares at a deemed price of $0.235 per share.

The underlying debenture, which matures on October 18, 2028, carries a 9% coupon payable quarterly and is convertible at Denison's option into common shares at $0.56 per share. Under the terms, F3 has the discretion to pay up to one-third of the interest in common shares based on the 20-day VWAP on the TSX-V.

Positive

• Company maintains flexibility to pay up to one-third of interest in shares, preserving cash
• Board approval received for shares-for-debt transaction
• No formal valuation or minority shareholder approval required for the transaction

Negative

• Dilution of existing shareholders through issuance of 478,723 new shares
• Ongoing debt obligations with 9% interest rate through 2028

Kelowna, British Columbia--(Newsfile Corp. - June 30, 2025) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) ("F3" or the "Company") notes that pursuant an outstanding financing agreement with Denison Mines Corp. from October 2023, ("Denison") (TSX: DML) (NYSE American: DNN) it has elected to settle a portion of the interest accrued to date in common shares (the "Debt Settlement").

The payment to Denison will consist of $225,000 in cash and a total of 478,723 common shares of the corporation at a deemed price of $0.235 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 Uranium is a uranium exploration company, focusing on the recently discovered high-grade JR Zone on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 Uranium 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 and Nexgen's Arrow.

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/257336

FAQ

What is the interest payment structure for F3 Uranium's (FUUFF) debenture with Denison Mines?

The debenture carries a 9% coupon payable quarterly, with F3 having the option to pay up to one-third of the interest in common shares based on the 20-day VWAP on TSX-V.

How many shares is F3 Uranium (FUUFF) issuing for the debt settlement in June 2025?

F3 Uranium is issuing 478,723 common shares at a deemed price of $0.235 per share, along with a cash payment of $225,000.

When does F3 Uranium's (FUUFF) debenture with Denison Mines mature?

The debenture has a maturity date of October 18, 2028.

What is the conversion price for Denison Mines' debenture in F3 Uranium (FUUFF)?

The debenture is convertible at Denison's option into common shares at a conversion price of $0.56 per share.

Are the new shares issued by F3 Uranium (FUUFF) subject to any holding period?

Yes, the shares are subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.