F4 Announces Closing of $1.4 Million Private Placement
June 19, 2025 4:30 AM EDT | Source: F4 Uranium Corp.
Kelowna, British Columbia--(Newsfile Corp. - June 19, 2025) - F4 Uranium Corp. (TSXV: FFU) (the "Company" or "F4") is pleased to announce that it has closed its previously announced non-brokered private placement consisting of 14,000,000 common shares of the Company (the "FT Shares") that qualify as "flow-through shares" for the purposes of the Income Tax Act(Canada) (the "Tax Act") at a price of $0.10 per FT Share for gross proceeds of $1,400,000 (the "Private Placement").
The Company intends to use the proceeds from the Private Placement to incur "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 exploration program on five of its mineral properties located in the Athabasca Basin region of Saskatchewan (see June 4, 2025 news release). The Company intends to incur the Qualifying Expenditures on or before December 31, 2026, and renounce such Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025.
Red Cloud Securities Inc. ("Red Cloud"), among others (collectively, the "Finders") acted as finders for the Company in respect of the Private Placement. As compensation for their services, the Company paid to the Finders cash compensation equal to $69,360 and issued to Red Cloud 693,600 non-transferable finder warrants (the "Finder Warrants"). Each Finder Warrant entitles Red Cloud to acquire one common share of the Company (each, a "Common Share") at price of $0.10 per Common Share at any time until June 19, 2027.
All securities issued pursuant to the Private Placement are subject to a hold period of four months and one day expiring on October 20, 2025.
Certain insiders of the Company have acquired a total of 2,000,000 FT Shares under the Private Placement. Such participation is considered to be "related party transactions" 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 Private Placement 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, is expected to exceed 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 Private Placement as the insider participation had not been confirmed at that time.
In addition, the Company announces that pursuant to the terms of a Financial Advisory Agreement between the Company and Haywood Securities Inc. ("Haywood"), as amended, the Company has agreed to issue to Haywood 666,667 Common Shares at a deemed price of $0.15 per Common Share (the "Success Fee"), plus applicable taxes payable in cash. The Success Fee is being paid to Haywood as compensation for acting as financial advisor to the Company in connection with the Company's "spin-out" transaction with F3 Uranium Corp. pursuant to a statutory plan of arrangement under Section 192 of the Canada Business Corporations Act. The payment of the Success Fee remains subject to the approval of the TSX-V, and the Common Shares comprising the Success Fee shall be subject to a hold period of four months and one day in accordance with the policies of the TSX-V.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
About F4 Uranium Corp:
F4 Uranium is a Canadian uranium exploration company focused on the Athabasca Basin in northern Saskatchewan-home to the world's largest high-grade uranium deposits and a source of approximately 20% of global uranium supply. The Company holds a 100% interest in 17 properties, all of which are being advanced by one of the Basin's most successful technical and management teams. With a long history of exploring in the region, the team recently announced its fourth uranium discovery for F3 Uranium Corp.
Contact Information
F4 Uranium Corp.
750-1620 Dickson Avenue
Kelowna, BC V1Y9Y2
Investor Relations
Telephone: 778 484 8030
Email: ir@f4uranium.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 Private Placement and the intended use thereof; the intention and timing related to incurring Qualifying Expenditures and the renunciation thereof; and the payment of the Success Fee.
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.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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