Kelowna, British Columbia–(Newsfile Corp. – July 9, 2026) – F4 Uranium Crop. (TSXV: FFU) (“F4” or the “Company“) is pleased to announce the closing of its previously announced “best efforts” brokered private placement (the “Offering“) for gross proceeds of C$1,009,200, which includes the partial exercise of the agent’s over-allotment option. Pursuant to the Offering, the Company sold 6,728,000 flow-through units of the Company (each, a “FT Unit“) at a price of C$0.15 per FT Unit (the “Offering Price“). Red Cloud Securities Inc. (“Red Cloud“) acted as sole agent and bookrunner in connection with the Offering.
Each FT Unit consisted of: (i) one common share of the Company (each, a “FT Share“); and (ii) one-half of one common share purchase warrant of the Company (each whole warrant, a “Warrant“). Each FT Share and each half of one Warrant comprising a FT Unit will qualify as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada)(the “Tax Act“). Each Warrant entitles the holder thereof to purchase one common share of the Company on a non-flow-through basis (each, a “Warrant Share“) at a price of C$0.22 at any time on or before July 9, 2028.
The Company intends to use the proceeds of the Offering to incur eligible “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 uranium projects in the Athabasca Basin, Saskatchewan, on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2026.
In connection with the Offering, the Company paid to Red Cloud an aggregate cash commission of C$56,650.50. The Company also issued to Red Cloud a total of 377,670 warrants of the Company (the “Broker Warrants“), with each Broker Warrant entitling the holder thereof to purchase one common share of the Company at the Offering Price at any time on or before July 9, 2028.
A certain insider of the Company has acquired a total of 667,000 FT Units under the Offering. Such participation is considered to be a “related party transaction” within the meaning of TSX Venture Exchange (“TSX-V“) 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 is relying 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 Offering 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, exceeded 25% of the Company’s market capitalization (as determined under MI 61-101). The Company did not file a material change report 21 days prior to closing of the Offering as the insider participation had not been confirmed at that time.
All securities issued pursuant to the Offering are subject to a hold period of four months and one day expiring on November 10, 2026. The Offering is subject to final approval of the TSX-V.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the 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 F4 Uranium Corp.:
F4 Uranium Corp. is a Canadian uranium exploration company focused on the Athabasca Basin in northern Saskatchewan, led by the management and exploration team behind multiple uranium discoveries in the Basin, including most recently Patterson Lake North and Broach Lake. The project portfolio comprises 16 wholly owned properties totaling approximately 157,000 hectares, several of which sit near established uranium deposits including Paladin’s Triple R, NexGen Energy’s Arrow and IsoEnergy’s Hurricane. The assets were spun out of F3 Uranium in 2024. F4’s exploration program is split between the west and east sides of the Athabasca Basin, with the Company operating as both an explorer and project generator providing investors early-stage exposure to the Basin.
Contact Information
F4 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y 9Y2
Raymond Ashley, Chief Executive Officer
Telephone: 250-317-0499
Email: ray@f4uranium.com
Investor Relations:
Jamie Bannerman
Telephone: 250-868-6553
Email: jamie@rdcapital.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 proceeds from the Offering and the intended use thereof; 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.
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.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
