F3 Issues Shares for Interest Debt Settlement

Rhea-AI Summary

F3 Uranium (TSXV: FUU, OTCQB: FUUFF) announced a partial settlement of accrued interest under its October 2023 debenture with Denison Mines via a cash payment and share issuance.

The payment comprises $225,000 cash plus 815,217 common shares at a deemed price of $0.138 per share. The debenture carries a 9% coupon, matures on October 18, 2028, and is convertible by Denison at $0.56 per share. Securities issued are subject to TSX Venture approval and a statutory hold of four months and one day; the board approved the shares-for-debt under the debenture terms.

Positive

• Reduces near-term cash interest obligation by issuing shares
• Cash component limited to $225,000, preserving liquidity

Negative

• Issuance of 815,217 shares causes shareholder dilution
• Debenture carries a 9% coupon and convertible risk at $0.56

Kelowna, British Columbia--(Newsfile Corp. - January 28, 2026) - F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) ("F3" or the "Company") notes that pursuant its financing agreement with Denison Mines Corp. (TSX: DML) (NYSE American: DNN) from October 2023, ("Denison") 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 a cash payment of $225,000 and a total of 815,217 common shares of the corporation at a deemed price of $0.138 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/281979

FAQ

What did F3 (FUUFF) announce on January 28, 2026 about settling interest debt?

F3 settled part of accrued debenture interest using cash and shares. According to the company, the settlement includes a $225,000 cash payment plus 815,217 common shares at a deemed price of $0.138 per share.

How does the shares-for-debt affect F3 shareholders and dilution (FUUFF)?

The transaction increases outstanding shares, diluting existing holders immediately. According to the company, 815,217 shares will be issued subject to TSXV approval and a four-month-and-one-day Canadian hold period.

What are the key debenture terms linked to the F3 and Denison agreement (FUUFF)?

The debenture pays 9% interest and matures October 18, 2028. According to the company, interest is payable quarterly and Denison may convert at $0.56 per share under the debenture terms.

Will the shares issued in F3's debt settlement require regulatory approval (FUUFF)?

Yes, the issued securities need TSX Venture approval and a statutory hold period in Canada. According to the company, shares will be subject to a four months and one day hold from issuance.

Did F3’s board approve the shares-for-debt settlement and were minority approvals required (FUUFF)?

The board approved the shares-for-debt under the debenture terms without minority shareholder approval. According to the company, no formal valuation or minority approval was required under Multilateral Instrument 61-101.