Exhibit 99.4

Notice of Special Meeting of Shareholders

to be held on Thursday August 8, 2024

Management Information Circular

dated June 28, 2024

F3 Uranium Corp.

Suite 750 – 1620 Dickson Avenue Kelowna, British Columbia Canada V1Y 9Y2

Tel: (778)-484-8030

www.f3uranium.com

NOTICE OF SPECIAL MEETING

NOTICE IS HEREBY GIVEN that the special meeting (the “Meeting”) of the holders of common shares (“Shareholders”) of F3 Uranium Corp. (the “Corporation”) will be held at 750 – 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2, on Thursday August 8, 2024, at 10:00 a.m. (Vancouver time):

At the Meeting, Shareholders will be asked to consider the following matters:

The specific details of these matters to be put before the Meeting are set forth in the Circular accompanying this notice. Copies of the Arrangement Resolution, the plan of arrangement, the interim order and notice of hearing of petition for the application for the final order in respect of the Arrangement are attached to the Circular as Schedules “A”, “D”, “E” and “F”, respectively. The board of directors of the Corporation have approved the contents of the Circular and the distribution of the Circular to Shareholders. All Shareholders are reminded to review the Circular before voting.

You have the right to vote if you were a Shareholder of the Corporation at the close of business on July 2, 2024, the record date set by the board of directors of the Corporation for determining the Shareholders entitled to receive notice of and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

Registered Shareholders as of the record date of the Meeting have a right of dissent in respect of the proposed arrangement and to be paid the fair value of their common shares held in the Corporation if they strictly comply with the procedures set forth in section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order. The dissent rights are described in the accompanying Circular under the heading “Dissent Rights” and the provisions of section 190 of the CBCA, the Plan of Arrangement, and the Interim Order are attached to the Circular as Schedule “G”, Exhibit “I” to Schedule “D” and Schedule “E”, respectively. Failure to strictly comply with the required procedures may result in the loss of any right of dissent.

If you are unable to attend the Meeting, you are encouraged to vote your proxy by mail, internet or telephone. You will need the control number contained in the accompanying form of proxy in order to vote. Further information on how to vote can be found on pages 23-26 in the Circular. To be valid, your proxy must be received by the Corporation’s transfer agent, Computershare Trust Company of Canada no later than 10:00 a.m. (Vancouver time) on Tuesday August 6, 2024, or no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) prior to the date on which the Meeting or any postponement or adjournment thereof is held.

Non-registered Shareholders who receive these materials through their broker or other intermediary are requested to follow the instructions for voting provided by their broker or intermediary, which may include the completion and delivery of a voting instruction form.

If you have any questions relating to the Meeting, please contact the Corporation at 778-484-8030.

DATED at Kelowna, British Columbia this 28th day of June, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “Dev Randhawa”

Chairman & Chief Executive Officer

LETTER TO SHAREHOLDERS

Dear fellow Shareholders,

On behalf of the Board of Directors (“Board”) of F3 Uranium Corp. (“F3” or the “Corporation”), I would like to invite you to attend the special meeting (the “Meeting”) of the holders of common shares of the Corporation (the “Shareholders”) to be held at 750 –1620 Dickson Ave, Kelowna, British Columbia, V1Y 9Y2 at 10:00 a.m. (Vancouver time) on August 8, 2024. We will be voting on several items, as described further in this Information Circular (“Circular”).

Your feedback and your vote are important to us, and we have ensured that voting is easy and accessible. You can vote in person or by proxy at the Meeting, and by proxy on the internet, by phone, by fax or by mail. If you are a Registered Shareholder and are unable to attend the Meeting in person, we encourage you to vote by completing the enclosed Proxy. If you are a Non-Registered Holder of F3 shares and have received this letter and the Circular from your broker or another intermediary, please complete and return the Proxy or the voting instruction form provided to you in accordance with the instructions.

At the Meeting, Shareholders will be asked to, among other things, pass a special resolution approving a statutory plan of arrangement (the “Arrangement”) whereby F3 will spin out certain assets into F4 Uranium Corp. (“F4”). The Arrangement involves, among other things, the distribution of common shares (the “F4 Shares”) of F4 to existing Shareholders such that each Shareholder will hold: (i) one new common share of the Corporation (“New F3 Share”) for each common share of the Corporation (“F3 Share”) held on the effective date of the Arrangement; and (ii) one-tenth of a F4 Share for every F3 Share held on the effective date of the Arrangement. Warrants, options and restricted share units of the Corporation will also be adjusted pursuant to the Arrangement as described in more detail in the enclosed Circular.

After careful consideration, the Board has unanimously determined that the Arrangement is fair to Shareholders and is in the best interests of the Corporation. A description of the various factors considered by the Board in arriving at this determination is contained in the enclosed Circular. The Board has unanimously approved the Arrangement and recommends that Shareholders vote in favour of the special resolution approving the Arrangement.

To be effective, the Arrangement must be approved by a special resolution passed by at least 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, which Shareholders are entitled to one vote for each F3 Share held. The Arrangement is not subject to the minority approval requirements of MI 61-101.

At the Meeting, in addition to the approval of the Arrangement, we will ask Shareholders to approve a share option plan and equity incentive unit plan for F4.

If you have any questions about the information contained in the Circular or require assistance in completing the Proxy, please contact the Corporation at 778-484-8030. Likewise, if you have any questions about F3’s business strategy, please contact the Corporation at 778-484-8030. We are always available to answer your questions.

Thank you for your support and your confidence in F3 Uranium Corp.

Sincerely,

Dev Randhawa
Chief Executive Officer, Chairman and Director

F3 URANIUM CORP

TABLE OF CONTENTS

SCHEDULES

NOTICE TO READERS

F3 Uranium Corp. (“F3” or the “Corporation”) is providing this Circular and a form of proxy in connection with management’s solicitation of proxies for use at the Meeting of the Corporation to be held on August 8, 2024, and at any postponements or adjournments thereof. References in this Circular to the Meeting include any adjournment(s) or postponement(s) that may occur. All capitalized terms used in this Circular (including the Schedules hereto) but not otherwise defined herein have the meanings set forth under “Glossary of Defined Terms”.

In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to forward the Corporation’s proxy solicitation materials to the beneficial owners of the F3 Shares held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so.

The Circular provides additional information respecting the business of the Meeting, F3, F4 and those companies’ directors and senior executive officers. This Circular is dated June 28, 2024 and, unless otherwise stated, the information in this Circular is as of such date. The Corporation will conduct its solicitation by mail and officers and employees of the Corporation may, without receiving special compensation, also telephone or make other personal contact. The Corporation will pay the cost of solicitation.

All references to financial results are based on the Corporation’s financial statements, prepared in accordance with International Financial Reporting Standards (“IFRS”).

No person has been authorized to give any information or to make any representation in connection with the Arrangement and any other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should not be considered to have been authorized by F3 or F4.

This Circular does not constitute the solicitation of an offer to purchase, or the making of an offer to sell, any securities or the solicitation by proxy by any person in any jurisdiction in which such solicitation or offer is not authorized or in which the person making such solicitation or offer is not qualified to do so or to any person to whom it is unlawful to make such solicitation or offer.

INFORMATION FOR U.S. SHAREHOLDERS

THE ARRANGEMENT AND THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE ARRANGEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR SECURITIES REGULATORY AUTHORITIES IN ANY STATE IN THE UNITED STATES, NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE IN THE UNITED STATES PASSED UPON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR UPON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement described in this Circular have not been and will not be registered under the 1933 Act or any U.S. state securities laws, and are being issued and distributed, respectively, in reliance on the exemption from registration under the 1933 Act set forth in Section 3(a)(10) thereof and applicable exemptions provided under the securities laws of any state of the United States in which the Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs reside. Section 3(a)(10) of the 1933 Act provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more bona fide outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the procedural and substantive fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. F3 expects the Court to issue the Interim Order on June 28, 2024 and, subject to the approval of the Arrangement by the Shareholders at the Meeting on August 8, 2024, it is expected that the hearing on the Arrangement will be held by the Court on August 13, 2024 at 9:45 a.m. (Vancouver time) at the Law Courts, 800 Smithe Street, Vancouver, British Columbia. All Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof with respect to the securities to be issued pursuant to the Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order. See “The Arrangement – Court Approval of the Arrangement” in this Circular.

The solicitation of proxies for the Meeting made pursuant to this Circular is not subject to the requirements applicable to proxy statements under the 1934 Act by virtue of an exemption applicable to foreign private issuers (as defined in Rule 3b-4 under the 1934 Act). The securities to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement described in this Circular will not be listed for trading on any U.S. stock exchange or registered under the 1934 Act. Accordingly, the solicitations and transactions contemplated in this Circular are made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the 1933 Act and proxy statements under the 1934 Act.

The financial statements and historical financial information included or incorporated by reference in this Circular have been prepared based upon IFRS and are subject to Canadian auditing standards and auditor independence standards and thus are not comparable in all respects to financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and subject to standards of the Association of International Certified Professional Accountants. Likewise, information concerning the operations of F3 and F4 contained herein has been prepared based on IFRS disclosure standards, which are not comparable in all respects to U.S. disclosure standards.

The enforcement by investors of civil liabilities under U.S. securities laws may be adversely affected by the fact that F3 and F4 and certain of their respective subsidiaries are organized under the laws of jurisdictions outside the United States, that certain of their officers and directors are residents of countries other than the United States, that the experts named in this Circular are residents of countries other than the United States and that a significant portion of the assets of F3 and F4 and their respective subsidiaries and substantially all of the assets of certain such persons are located outside the United States. As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon F3 or F4, their respective officers or directors or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States. In addition, Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of U.S. courts obtained in actions against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

In addition, when used in respect of the projects in which F3 or F4 has an interest, the terms “mineral reserve” and “mineral resource” have been reported in accordance with Canadian reporting standards. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 (“NI 43-101”). U.S. reporting requirements are governed by subpart 1300 of U.S. Securities and Exchange Commission (“SEC”) Regulation S-K (“S-K 1300”). Pursuant to S-K 1300, the SEC recognizes estimates of “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources.”

In addition, the SEC has amended its definitions of “proven mineral reserves” and “probable mineral reserves” to be substantially similar to the corresponding standards of NI 43-101. U.S. investors are cautioned that while the above terms are substantially similar to NI 43-101 standards, there are differences in the definitions and standards under the S-K 1300 and NI 43-101 standards. Accordingly, there is no assurance any mineral reserves or mineral resources that the Corporation may report as “proven mineral reserves,” “probable mineral reserves,” “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under NI 43-101 will be the same as the mineral reserve or mineral resource estimates under the standards adopted under S-K 1300. U.S. investors are also cautioned that while the SEC recognizes “measured mineral resources,” “indicated mineral resources” and “inferred mineral resources” under S-K 1300, such investors should not assume that any part or all of mineralization in these categories will ever be converted into a higher category of mineral resources or into mineral reserves. Mineralization described using these terms has a greater degree of uncertainty as to its existence and feasibility than mineralization that has been characterized as reserves. Accordingly, U.S. investors are caused not to assume that any “measured mineral resources,” “indicated mineral resources,” or “inferred mineral resources” that the Corporation reports are or will be economically or legally mineable.

The securities of F3 and F4 to be issued to Shareholders pursuant to the Arrangement will generally be freely transferable under U.S. federal securities laws, except by persons who are “affiliates” (as such term is understood under U.S. securities laws) of F3 and F4 after the Effective Date, or were “affiliates” of F3 and F4 within 90 days prior to the Effective Date. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract, or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Any resale of such securities by such an affiliate (or former affiliate) may be subject to the registration requirements of the 1933 Act, absent an exemption therefrom. See “Certain Securities Law Matters – U.S. Securities Laws”.

Holders of F3 Options, F3 RSUs and F3 Warrants are advised that the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof for the issuance of F3 Replacement Options, F4 Options, New F3 RSUs and F4 RSUs in exchange for F3 Options and F3 RSUs, and the deemed amendment of the F3 Warrants, does not exempt the issuance of securities upon the exercise or vesting of such F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants. Therefore, the underlying F3 Shares and F4 Shares issuable upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs or F3 Warrants, if any, cannot be issued in the United States or to a person in the United States in reliance upon such exemption and can only be issued pursuant to an effective registration statement or pursuant to a then-available exemption from the registration requirements of the 1933 Act and applicable state securities laws, if any. F3 Shares and F4 Shares issued upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants outside the United States may be resold without registration under the 1933 Act, including through sales on the TSX Venture Exchange (“TSX-V”) if then available, in accordance with Regulation S under the 1933 Act.

FORWARD-LOOKING INFORMATION

This Circular includes and incorporates statements that are prospective in nature that constitute forward- looking information and/or forward-looking statements within the meaning of applicable securities laws (collectively, “forward-looking statements”). Forward-looking statements include, but are not limited to, statements concerning the completion and proposed terms of, and matters relating to, the Arrangement and the expected timing related thereto, the tax treatment of the Arrangement, the expected operations, financial results and condition of F3 and F4 following the Arrangement, each company’s future objectives and strategies to achieve those objectives, the future prospects of each company as an independent company, the listing or continued listing of F3 on the TSX-V, any market created for either company’s shares, the estimated cash flow, capitalization and adequacy thereof for each company following the Arrangement, the expected benefits of the Arrangement to, and resulting treatment of, Shareholders, holders of convertible securities and each company, the anticipated effects of the Arrangement, the fair market value of F4 Shares, the estimated costs of the Arrangement, the satisfaction of the conditions to consummate the Arrangement, as well as other statements with respect to management’s beliefs, plans, estimates and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events.

Forward-looking statements reflect management’s current beliefs, expectations and assumptions and are based on information currently available to management, management’s historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in or incorporated into this Circular, we have made certain assumptions with respect to, among other things, the anticipated approval of the Arrangement by Shareholders and the Court, the anticipated receipt of any required regulatory approvals and consents, the expectation that each of F3 and F4 will comply with the terms and conditions of the Arrangement Agreement, the expectation that no event, change or other circumstance will occur that could give rise to the termination of the Arrangement Agreement, that no unforeseen changes in the legislative and operating framework for the respective businesses of F3 and F4 will occur, that each company will meet its future objectives and priorities, that each company will have access to adequate capital to fund its future projects and plans, that each company’s future projects and plans will proceed as anticipated, as well as assumptions concerning general economic and industry growth rates, commodity prices, currency exchange and interest rates and competitive intensity.

Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the future circumstances, outcomes or results anticipated or implied by such forward-looking statements will occur or that plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve known and unknown risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated by such statements. Factors that could cause such differences include, but are not limited to: conditions precedent or approvals required for the Arrangement not being obtained; the potential benefits of the Arrangement not being realized; the risk of tax liabilities as a result of the Arrangement, and general business and economic uncertainties and adverse market conditions; the potential for the trading price of New F3 Shares (if any) after the Arrangement being less than the trading price of F3 Shares immediately prior to the Arrangement; there being no current plan to list F4 Shares on any stock exchange; there being no established market for the F4 Shares; F4 Shares may not be “Qualified Investments” as defined in Canadian federal income tax law; F3’s ability to delay or amend the implementation of all or part of the Arrangement or to proceed with the Arrangement even if certain consents and approvals are not obtained on a timely basis; the reduced diversity of F3 and F4 as separate companies; the costs related to the Arrangement that must be paid even if the Arrangement is not completed; obtaining approvals and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the Arrangement; global financial markets, general economic conditions, competitive business environments, and other factors that may negatively impact F3’s financial condition; future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; and, the potential inability or unwillingness of current Shareholders to hold New F3 Shares and/or F4 Shares following the Arrangement.

For a further description of these and other factors that could cause actual results to differ materially from the forward-looking statements included in or incorporated into this Circular, see the risk factors discussed under “The Arrangement – Risk Factors Relating to the Arrangement” in this Circular and under the heading “Risk Factors” in Schedules “H” and “N”, as well as the risk factors included in F3’s management’s discussion and analysis for the year ended June 30, 2023 and for the interim nine month period ended March 31, 2024 and as described from time to time in the reports and disclosure documents filed by F3 with Canadian securities regulatory authorities, which are available under F3’s profile on SEDAR+ at www.sedarplus.ca. This list is not exhaustive of the factors that may impact F3’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue

reliance on F3’s forward-looking statements. As a result of the foregoing and other factors, there can be no assurance that actual results will be consistent with these forward-looking statements.

All forward-looking statements included in or incorporated by reference into this Circular are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this Circular and, except as required by applicable law, neither F3 nor F4 undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Readers are cautioned that the actual results achieved will vary from the information provided herein and that such variations may be material. Consequently, there are no representations by F3 or F4 that actual results achieved will be the same in whole or in part as those set out in the forward-looking statements.

TECHNICAL INFORMATION

Mark B. Mathisen, C.P.G is a Qualified Person under NI 43-101 and has approved the technical and scientific disclosure contained herein.

ACCOUNTING PRINCIPLES

The financial statements and historical financial information included or incorporated by reference in this Circular have been prepared based upon IFRS and are subject to Canadian auditing standards and auditor independence standards and thus are not comparable in all respects to financial statements prepared in accordance with U.S. GAAP and subject to standards of the Association of International Certified Professional Accountants. Likewise, information concerning the operations of F3 and F4 have been prepared based on IFRS disclosure standards, which are not comparable in all respects to U.S. disclosure standards.

GLOSSARY OF DEFINED TERMS

The following is a glossary of certain terms used in this Circular, including the summary hereof and the Schedules to the Circular.

“1933 Act” means the U.S. Securities Act of 1933, as amended, and all rules and regulations thereunder.

“1934 Act” means the U.S. Securities Exchange Act of 1934, as amended, and all rules and regulations thereunder.

“ACB” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of F3 Shares for New F3 Shares and F4 Shares”.

“allowable capital loss” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

“Arrangement” means the arrangement of F3 under section 192 of the CBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Plan of Arrangement or the Arrangement Agreement or made at the direction of the Court in the Final Order deemed acceptable to F3.

“Arrangement Agreement” means the arrangement agreement dated June 4, 2024 between F3 and F4, a copy of which is attached as Schedule “D”, as it may be amended or modified from time to time.

“Arrangement Resolution” means the special resolution to be considered by the Shareholders at the Meeting to approve the Arrangement, and which shall be in, or substantially in, the form set out at Schedule “A”.

“Articles” means the articles of incorporation of F3.

“Articles of Arrangement” means the articles of arrangement of F3 to be filed with the Director in compliance with the CBCA after the Final Order is made, which shall be in form and content satisfactory to F3 and F4.

“Audit Committee” has the meaning given to it under the heading “Audit Committee”.

“Board” or “Board of Directors” means the board of directors of F3, as constituted from time to time.

“Broadridge” means Broadridge Financial Solutions, Inc.

“Business Day” means a day which is not a Saturday, Sunday or statutory holiday in Vancouver, British Columbia, Canada.

“CBCA” means the Canada Business Corporations Act, as amended.

“CEO” has the meaning given to it under the heading “Election of Directors”.

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to Section 192(7) of the CBCA in respect of the Articles of Arrangement.

“CFO” has the meaning given to it under the heading “Election of Directors”.

“Chair of the Meeting” means the chair of the meeting, determined in accordance with the articles of incorporation of F3.

“Change of Control” has the meaning given to it under the heading “Executive Compensation – Incentive Plan Awards – Termination and Change of Control Benefits.”

“Charter” has the meaning given to it under the heading “Audit Committee – The Audit Committee’s Charter”.

“Circular” means this management information circular dated June 28, 2024, together with all schedules, appendices and exhibits hereto, as amended, supplemented or otherwise modified from time to time.

“Computershare” means Computershare Trust Company of Canada, at its offices in Vancouver, British Columbia, in its capacity as registrar and transfer agent of the F3 Shares.

“COO” means chief operating officer.

“Corporation” or “F3” means F3 Uranium Corp., a corporation existing under the CBCA.

“Court” means the Supreme Court of British Columbia.

“CRA” means the Canada Revenue Agency.

“Depositary” means Computershare Investor Services Inc., or such other depositary as F3 may determine.

“Director” means the Director as appointed under Section 260 of the CBCA.

“Dissent Rights” means the right of Registered Shareholders as of the Record Date to exercise a right of dissent pursuant to and in strict compliance with section 190 of the CBCA, as modified by the Interim Order, Plan of Arrangement and the Final Order.

“Dissent Shares” means the F3 Shares held by Dissenting Shareholders in respect of which such Dissenting Shareholders have given Notice of Dissent.

“Dissenting Resident Holder” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holder”.

“Dissenting Shareholder” mean a Registered Shareholder as of the Record Date who duly and validly exercises Dissent Rights in respect of the Arrangement in strict compliance with section 190 of the CBCA, as modified by the Interim Order, Plan of Arrangement and the Final Order and who has not withdrawn or has been deemed to have withdrawn such exercise of such Dissent Rights.

“Distribution Record Date” means the close of business on the last trading day on the TSX-V immediately prior to the Effective Date, which Distribution Record Date is currently expected to be on or about August 14, 2024, or such other date as the Board may determine.

“DRS” means Direct Registration System.

“Effective Date” means the effective date of the Arrangement as indicated on the Certificate of Arrangement, which shall be two Business Days following the date on which all of the conditions precedent to the completion of the Arrangement have been satisfied or waived in accordance with the Arrangement Agreement (other than conditions which cannot, by their terms, be satisfied until the Effective Date, but subject to satisfaction or waiver of such conditions as of the Effective Date) or such other date as may be mutually agreed by F3 and F4, and F3 and F4 shall execute a certificate confirming the Effective Date.

“Effective Time” means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time on the Effective Date as may be mutually agreed by F3 and F4.

“F3 Class A Shares” means the renamed and redesignated F3 Shares as described in §3.1(b)(i) of the Plan of Arrangement.

“F3 Equity Incentive Plan” means the equity incentive plan of F3, as most recently approved by Shareholders on November 20, 2023, as amended from time to time.

“F3 Option Plan” means the share option plan of F3, as most recently approved by Shareholders on November 20, 2023, as amended from time to time.

“F3 Options” means options to purchase F3 Shares granted under the F3 Option Plan.

“F3 Replacement Option” means an option to acquire a New F3 Share to be issued by F3 to the holders of F3 Options pursuant to the Plan of Arrangement.

“F3 RSU” means restricted share units granted under the F3 Equity Incentive Plan.

“F3 Shares” means the common shares without par value in the capital of F3, as constituted on the date hereof.

“F3 Warrant” means the share purchase warrants of F3 exercisable to acquire F3 Shares, including warrants under the terms of which are deemed exercisable for F3 Shares, that are outstanding immediately prior to the Effective Time.

“F4” means F4 Uranium Corp., a corporation existing under the CBCA.

“F4 Equity Incentive Plan” means the proposed equity incentive unit plan of F4, substantially in the form attached as Schedule “M” to this Circular, which is subject to disinterested shareholder approval.

“F4 Equity Incentive Plan Resolution” means an ordinary resolution which will be considered by Shareholders to approve the F4 Equity Incentive Plan, the full text of which is set out in Schedule “C” to this Circular.

“F4 Option” means options issued pursuant to the F4 Option Plan to purchase F4 Shares, including the F4 Options issued to holders of F3 Options pursuant to the Plan of Arrangement.

“F4 Option Plan” means the proposed share option plan of F4, substantially in the form attached as Schedule “L” to this Circular, which is subject to Shareholder approval.

“F4 Option Plan Resolution” means an ordinary resolution which will be considered by Shareholders to approve the F4 Option Plan, the full text of which is set out in Schedule “B” to this Circular.

“F4 Properties” means the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake and Flowerdew Lake Properties.

“F4 RSU” means restricted share units governed pursuant to the F4 Equity Incentive Plan.

“F4 Shares” means no par value shares in the capital of F4.

“FHSA” means a first home savings account.

“Final Order” means the order made after application to the Court pursuant to section 192 of the CBCA, in a form acceptable to the parties, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended by the Court (with the consent of the parties each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to the parties, each acting reasonably) on appeal.

“Holder” has the meaning given to it under the heading “Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations”.

“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board from time to time.

“In the Money Amount” at a particular time with respect to a F3 Option, F3 Replacement Option or F4 Option means the amount, if any, by which the fair market value of the underlying security exceeds the exercise price of the relevant option at such time.

“Interim Order” means the order made after application to the Court pursuant to section 192 of the CBCA, in a form acceptable to the parties, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the parties, each acting reasonably, in respect of the Meeting and the Arrangement, a copy of which is attached as Schedule “E”.

“Intermediary” means an intermediary with which a Non-Registered Shareholder may deal, including banks, trust companies, securities dealers or brokers and trustees or administrators of self-directed trusts governed by registered retirement savings plans, registered retirement income funds, registered education savings plans (each, as defined in the Tax Act) and similar plans, and their nominees.

“IRS” has the meaning given to it under the heading “Material Income Tax Considerations - Certain U.S. Federal Income Tax Considerations.”

“Management Designees” has the meaning given to it under the heading “General Voting Information – Appointment of Proxyholders and Completion and Revocation of Proxies”.

“Meeting” means the special meeting of Shareholders to be held August 8, 2024, and any adjournment(s) or postponement(s) thereof, held in order to, among other things, consider and, if thought fit, approve the Arrangement.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions.

“Named Executive Officer” has the meaning given to it under the heading “Executive Compensation – Named Executive Officers”.

“New F3 Shares” means the new class of common shares without par value which F3 will create and issue as described in §3.1(b)(ii) of the Plan of Arrangement and for which the F3 Class A Shares are, in part, to be exchanged under the Plan of Arrangement and which, immediately after completion of the transactions comprising the Plan of Arrangement, will be identical in every relevant respect to the F3 Shares.

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

“NI 52-110” means National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators.

“NOBOs” has the meaning given to it under the heading “General Voting Information – Beneficial Shareholders”.

“Non-Registered Shareholder” means a beneficial Shareholder whose F3 Shares are registered in the name of an Intermediary and not the name of the beneficial Shareholder.

“Non-Resident Holder” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”.

“Notice of Dissent” has the meaning given to it under the heading “Dissent Rights”.

“Notice of Hearing of Petition” means the Notice of Hearing of Petition for the application to the Court for the Final Order, a copy of which is attached as Schedule “F”.

“Notice of Meeting” means the notice of special meeting in respect of the Meeting.

“Notice Shares” has the meaning given to it under the heading “Dissent Rights”.

“OBOs” has the meaning given to it under the heading “General Voting Information – Beneficial Shareholders”.

“Optionee” means the recipient of a F3 Option or F4 Option.

“Ordinary Resolution” has the meaning given to it under the heading “General Voting Information – Voting of Proxies”.

“OTCQX Market” means the over-the-counter OTCQB Venture Market.

“PFIC” has the meaning given to it under the heading “Material Income Tax Considerations - Certain U.S. Federal Income Tax Considerations.”

“Plan of Arrangement” means the plan of arrangement of F3, substantially in the form of Exhibit “I” to the Arrangement Agreement set forth in Schedule “D” hereto, and any amendments or variations thereto made in accordance with the Plan of Arrangement or upon the direction of the Court in the Final Order.

“PLN Project” means the Patterson Lake North Property along with the Broach and Minto Properties.

“Proposed Amendments” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations”.

“PUC” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of F3 Shares for New F3 Shares and F4 Shares”.

“RDSP” means a registered disability savings plan.

“Record Date” means the record date for notice of and voting at the Meeting, being fixed as July 2, 2024.

“Registered Plans” has the meaning given under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment – New F3 Shares and F4 Shares”.

“Registered Shareholder” means a registered holder of F3 Shares.

“Regulation S” means Regulation S promulgated under the 1933 Act.

“Regulations” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations”.

“Resident Holder” has the meaning given under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”.

“RESP” means a registered education savings plan.

“RRIF” means a registered retirement income fund.

“RRSP” means a registered retirement savings plan.

“RSU” means a right, granted to a participant under the Equity Incentive Plan that generally becomes vested, if at all, following a period of continuous employment of the participant with the Corporation.

“SEC” means the U.S. Securities and Exchange Commission.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators, accessible at www.sedarplus.ca.

“Share Exchange” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Exchange of F3 Shares for New F3 Shares and F4 Shares”.

“Shareholder” means a holder of F3 Shares at the applicable time.

“Tax Act” means the Income Tax Act (Canada) as amended.

“taxable capital gain” has the meaning given to it under the heading “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

“TFSA” means a tax-free savings account.

“Treasury Regulations” has the meaning given to it under the heading “Material Income Tax Considerations - Certain U.S. Federal Income Tax Considerations”.

“TSX-V” means the TSX Venture Exchange.

“U.S. Tax Code” means the U.S. Internal Revenue Code of 1986, as amended.

“VIF” has the meaning give to it under the heading “General Voting Information – Beneficial Shareholders – Non-Objecting Beneficial Owners”.

QUESTIONS AND ANSWERS

The following briefly addresses some questions that you may have regarding the proposed spin-off by F3 of F4, pursuant to a court-approved plan of arrangement and certain other related matters described in this Circular. These answers are only a summary and are qualified in their entirety by the more detailed information that follows. In addition, they may not address all of the questions that may be important to you as a Shareholder. Accordingly, we urge you to review the more detailed information contained elsewhere in this Circular. Certain capitalized terms used below are defined in the Glossary of Terms. The cross- references included below are to the section identified in this Circular.

To ensure representation of your F3 Shares at the Meeting, whether or not you attend the Meeting, please complete, sign and return your proxy form or, if you are not a Registered Shareholder, please refer to question number 8 below for a description of the procedures to be followed to vote your F3 Shares.

Your feedback and your vote are important to us. We have ensured that voting is easy and accessible. You can vote in person or by proxy at the Meeting, and by proxy on the internet, by phone, by fax or by mail. If you are a Registered Shareholder and are unable to attend the Meeting in person, we encourage you to vote by completing the enclosed proxy form. If you are a Non-Registered Shareholder and have received this letter and the Circular from your broker or another intermediary, please complete and return the proxy form or the voting instruction form provided to you in accordance with the instructions.

If you wish to vote in person at the Meeting, you do not need to complete or return the proxy form. Your vote will be taken and counted at the Meeting. Even if you plan to attend the Meeting, you may find it convenient to express your views in advance by completing and returning the proxy form. Completing, signing and returning your proxy form does not preclude you from attending the Meeting in person nor will it limit your right to vote in person if you attend the Meeting.

If you do not wish to attend the Meeting or do not wish to vote in person, your proxy will be voted for or against the resolutions in accordance with your instructions as specified thereon on any ballot that may be called at the Meeting. In the absence of such instructions, your F3 Shares will be voted FOR: (a) the approval of the Arrangement Resolution; (b) the approval of the F4 Option Plan Resolution; and (c) the approval of the F4 Equity Incentive Plan Resolution. Your proxy must be submitted on the internet, by phone, by fax or by mail and must be executed by the Registered Shareholder or by the Registered Shareholder’s attorney authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized.

On the other hand, if you are a Registered Shareholder as of the Record Date and wish to exercise your right to dissent in respect of the Arrangement, you must deliver your written notice of dissent to the Arrangement Resolution, which written notice of dissent must be received by F3 c/o Blake, Cassels & Graydon LLP, Suite 3500 – 1133 Melville Street, The Stack, Vancouver, British Columbia, V6E 4E5, at or prior to 10:00 a.m. (Vancouver time) on August 6, 2024 or, in the event of any adjournment or postponement of the Meeting, on the Business Day that is at least two Business Days before the date of the adjourned or postponed Meeting. Any failure to strictly comply with the Dissent Rights set out in the accompanying Circular may result in the loss or unavailability of your right of dissent. See “Dissent Rights”.

If your F3 Shares are not registered in your name, but are instead registered in the name of a broker, intermediary or nominee, please see question number 8 for voting instructions.

Shareholders as of the close of business on July 2, 2024, or their duly appointed proxies will be entitled to attend the Meeting or register to vote on all matters to be voted on at the Meeting.

This Circular is furnished in connection with the solicitation, by or on behalf of the management of F3, of proxies to be used at the Meeting or at any adjournment(s) or postponement(s) thereof, to vote your F3 Shares FOR the Arrangement Resolution, FOR the F4 Option Plan Resolution and FOR the F4 Equity Incentive Plan Resolution. It is expected that the solicitation of proxies will be primarily by mail, but proxies may also be solicited personally, by advertisement or by telephone, by directors, officers or employees of F3 without special compensation, or by Computershare at nominal cost. The cost of solicitation will be borne by F3. Computershare is responsible for tabulation of proxies.

Return the completed, dated and signed form of proxy in the enclosed envelope to the Corporation’s registrar and transfer agent, Computershare at 100 University Avenue, 8th Floor, Toronto, Ontario, Canada M5J 2Y1 so that it arrives not later than 10:00 a.m. (Vancouver time) on August 6, 2024 (unless such proxy submission deadline is waived by the Board), or, if the Meeting is adjourned or postponed, not later than 10:00 a.m. (Vancouver time) on the day which is two business days preceding the date of the adjourned or postponed Meeting. As well, Shareholders who received these materials through Computershare may vote via the Internet or by telephone by following the instructions provided on the form of proxy. A control number is provided on the proxy form for this purpose. All F3 Shares represented by a properly executed proxy received by Computershare prior to such time will be voted in accordance with your instructions as specified in the proxy, on any ballot that may be called at the Meeting.

The persons named in the form of proxy will vote your F3 Shares in accordance with your instructions. In the absence of such instructions, however, your F3 Shares will be voted FOR the Arrangement Resolution, FOR the F4 Option Plan Resolution and FOR the F4 Equity Incentive Plan Resolution.

Yes. A Registered Shareholder who has given a proxy may revoke it by depositing an instrument in writing signed by the Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, or by transmitting, by telephonic or electronic means, a revocation signed by electronic signature by the Registered Shareholder or by the Registered Shareholder’s attorney, who is authorized in writing, to or at the registered office of the Corporation not later than 10:00 a.m. (Vancouver time) on August 6, 2024 or, if the Meeting is adjourned or postponed, not later than 10:00 a.m. (Vancouver time) on the day which is two Business Days preceding the date of the adjourned or postponed Meeting, or with the chairman of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment thereof.

Note that the participation by a Registered Shareholder in a vote by ballot at the Meeting would automatically revoke any proxy that has been previously given by the Registered Shareholder in respect of business covered by that vote.

A Non-Registered Shareholder who received these materials through an Intermediary should follow the instructions provided by the Intermediary.

Computershare Trust Company of Canada
100 University Avenue 8^th Floor,
Toronto, Ontario, Canada M5J 2Y1
Ph: 1-800-564-6253

If you are a Non-Registered Shareholder who received these materials through Computershare, then follow the instructions set out in question number 4 above.

If you are a Non-Registered Shareholder who did not receive these materials through Computershare, there are, as discussed in the Circular, two ways that you can vote your F3 Shares held by your Intermediary. Applicable securities laws require your Intermediary to seek voting instructions from you in advance of the Meeting. Accordingly, you will receive or have already received from your Intermediary either a request for voting instructions or a proxy form for the number of F3 Shares you own. Every Intermediary has its own signing and return instructions, which should be carefully followed by Non-Registered Shareholders to ensure that their F3 Shares are voted at the Meeting. Accordingly, for your F3 Shares to be voted for you, please follow the voting instructions provided by your Intermediary.

However, if you wish to vote in person at the Meeting, insert your own name in the space provided on the request for voting instructions or proxy form to appoint yourself as proxyholder and follow the signing and return instructions of your Intermediary. Non-Registered Shareholders who appoint themselves as proxyholders should, at the Meeting, present themselves to a representative of Computershare. Do not otherwise complete the form sent to you as your vote will be taken and counted at the Meeting.

See “General Voting Information”.

Shareholders will be voting on the approval of the Arrangement Resolution which provides for, among other things, the distribution of F4 Shares amongst the Shareholders. Subject to the approval of the Arrangement Resolution, Shareholders will also be voting on the approval of the F4 Option Plan Resolution and the F4 Equity Incentive Plan Resolution which will establish, respectively, a share option plan and equity incentive plan for F4 which are substantially similar to those plans currently in place at F3. Further descriptions of the matters covered by each of these resolutions are contained in the sections entitled, “Particulars of Matters to be Acted Upon”, “The Arrangement”, “Approval of the F4 Option Plan” and “Approval of the F4 Equity Incentive Plan”.

For more information on the Arrangement, see “The Arrangement”; for a description of the F4 Option Plan, see the heading “Description of Share Capital – F4 Option Plan” in Schedule “H”; and for a description of the F4 Equity Incentive Plan, see the heading “Description of Share Capital – F4 Fixed Equity Incentive Plan” in Schedule “H”.

The Arrangement will provide long-term option value for Shareholders. F4 will provide Shareholders with the opportunity to participate in the future success of the F4 Properties. The Board is recommending the Arrangement and believes it enhances the long-term prospects for both F3 and F4 and provides a number of benefits to Shareholders, including, among others:

See “The Arrangement – Reasons for the Arrangement”.

For the Arrangement to proceed, the Arrangement Resolution must be approved by at least 66⅔% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, which Shareholders are entitled to one vote for each F3 Share held. The Arrangement is not subject to the minority approval requirements of MI 61-101.

As well as the necessary Shareholder approval, the principal approval required will be that of the Court, which, under the CBCA, must approve the Arrangement. It is expected that, assuming the requisite Shareholder approval is received at the Meeting, the hearing of the Court on the Arrangement will be held on August 13, 2024 at 9:45 a.m. (Vancouver time) at the Court in Vancouver, British Columbia. The Notice of Hearing of Petition for the application to the Court for the Final Order (the “Notice of Hearing of Petition”) in connection with the Final Order is included as Schedule “F”.

The completion of the Arrangement is also subject to other customary conditions. See “The Arrangement – Conditions to the Arrangement”.

Pursuant to Canadian federal income tax laws, a Shareholder (other than a Dissenting Shareholder) who exchanges F3 Shares for New F3 Shares and F4 Shares pursuant to the Arrangement will be deemed to have received a taxable dividend equal to the amount, if any, by which the fair market value of the F4 Shares distributed to the Shareholder pursuant to the Share Exchange at the time of the Share Exchange exceeds the “paid-up capital” (as defined in the Tax Act) of the Shareholder’s F3 Shares determined at that time. However, the Corporation expects that the fair market value of all F4 Shares distributed pursuant to the Share Exchange under the Arrangement will not exceed the paid-up capital of the F3 Shares. Accordingly, the Corporation does not expect that any Shareholder will be deemed to receive a taxable dividend on the Share Exchange.

Further, a Shareholder (other than a Dissenting Shareholder) who is resident in Canada and exchanges F3 Shares for New F3 Shares and F4 Shares will also realize a capital gain equal to the amount, if any, by which the fair market value of those F4 Shares at the effective time of the Share Exchange, less the amount of any taxable dividend deemed to be received by the Shareholder as described in the preceding paragraph, exceeds the “adjusted cost base” (as defined in the Tax Act) of the Shareholder’s F3 Shares determined immediately before the Share Exchange.

A Shareholder (other than a Dissenting Shareholder) who is not a resident of Canada for the purpose of the Tax Act and who holds his or her F3 Shares as capital property will not be subject to tax under the Tax Act on any capital gain arising unless such Shareholder’s F3 Shares constitute “taxable Canadian property”.

For a more detailed description of the Canadian federal income tax consequences to Shareholders as a result of the Arrangement, see the section of the Circular entitled “Certain Canadian Federal Income Tax Considerations”. Shareholders should consult their own tax advisors with respect to their particular circumstances.

For a description of the U.S. federal income tax consequences to Shareholders as a result of the Arrangement, see the section of the Circular entitled “Certain U.S. Federal Income Tax Considerations”. Shareholders should consult their own tax advisors with respect to their particular circumstances.

It is presently anticipated that, if all required approvals are obtained and other conditions fulfilled, the Arrangement will become effective on or about August 15, 2024. The Board may, however, decide to delay or not to proceed with the Arrangement, even if all required approvals and consents are obtained.

Shareholders of record as of the close of business on the Business Day immediately preceding the Effective Date will receive, for each one F3 Share held, one New F3 Share and one-tenth of a F4 Share. See “The Arrangement – Proposed Timetable for the Arrangement”.

Concurrently with the mailing of the Circular, F3 will mail the Letter of Transmittal to Registered Shareholders, which will be used to exchange their certificates representing F3 Shares for share certificates representing the New F3 Shares and certificates representing the F4 Shares.

Upon the Arrangement becoming effective and surrender to the Depositary for cancellation of a certificate or other entitlement which immediately prior to the Effective Time represented outstanding F3 Shares together with a Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, certificates or a Direct Registration System Advice (“DRS Advice”) representing that number (rounded down to the nearest whole number) of F3 Shares and F4 Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate will be cancelled. A Letter of Transmittal accompanies this Circular.

Until exchanged, each certificate representing F3 Shares will, after the Effective Time, represent only the right to receive, upon surrender, certificates representing the requisite numbers of New F3 Shares and F4 Shares. Shareholders will not receive any fractional F4 Shares.

Pursuant to the Plan of Arrangement, Registered Shareholders who fail to submit a duly completed Letter of Transmittal and all other documents required by the Depositary and surrender their F3 Shares within six years of the Effective Time will no longer have the right to receive New F3 Shares and F4 Shares and will not receive any compensation in lieu thereof.

You must be a shareholder of record as of the close of business on the Business Day immediately preceding the Effective Date.

Any Shareholder who duly exercises Dissent Rights and, following the dissent process set forth in section 190 of the CBCA, as modified by the Interim Order, Plan of Arrangement and the Final Order, is ultimately entitled to be paid the fair value for his, her or its F3 Shares, will instead be entitled to the fair value of such shares and will not receive New F3 Shares or F4 Shares. See “Dissent Rights”.

Management of F3 cannot predict the short-term impact of the Arrangement on the market price and trading of F3 Shares but believes that splitting F3 into two companies, one focused on advancing the F4 Properties and the other capturing additional long-term value through the PLN Project is in the best long-term interest of Shareholders. Shareholders will hold an interest in two separate companies. Subject to certain exceptions, the New F3 Shares will remain freely tradable securities upon completion of the Arrangement and will continue trading on the TSX-V under the symbols “FUU” and on the United States OTCQX Market as “FUUFF”. See “The Arrangement” and “Certain Securities Law Matters”.

Answers to many of your questions may be found in the accompanying Circular. If after reviewing the Circular you have questions about voting your proxy, please contact Computershare at 1-800-564-6253. If you have questions about the Arrangement, please contact the Corporation at 1-844-484-8030. In addition, you may wish to consult your financial, tax and/or legal advisors.

Additional information about F4, its assets and its business strategy can be found by contacting the Corporation at 778-484-8030.

SUMMARY

The following is a summary of the principal features of the Arrangement and certain other matters and should be read together with the more detailed information and financial statements contained elsewhere in this Circular, including the schedules hereto. Capitalized terms not otherwise defined in this summary are defined in the Glossary of Defined Terms or elsewhere in this Circular. This summary is qualified in its entirety by the more detailed information appearing or referred to elsewhere in this Circular.

THE MEETING

F3 has fixed July 2, 2024 as the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting. The Meeting will be held at 750 – 1620 Dickson Avenue, Kelowna, British Columbia, V1Y 9Y2 on Thursday August 8, 2024, at 10:00 a.m. (Vancouver time).

At the Meeting, Shareholders will be asked to consider the following special meeting matters:

By passing the Arrangement Resolution, Shareholders will also be giving authority to the Board to use its best judgment to proceed with and cause F3 to complete the Arrangement in the event of any variation of, or amendments to, the Arrangement Agreement or Plan of Arrangement without any requirement to seek or obtain any further approval of the shareholders.

For further information on voting F3 Shares at the Meeting, see the section entitled “General Voting Information”. For a description of the F4 Option Plan, please refer to Schedule “H” or the full text of the F4 Option Plan in Schedule “L”. For a description of the F4 Equity Incentive Plan, please refer to Schedule “H” or the full text of the F4 Equity Incentive Plan in Schedule “M”.

THE ARRANGEMENT

The purpose of the Arrangement and the related transactions is to reorganize F3 into two separate companies: (a) F3, a publicly-traded uranium exploration company focused on advancing the PLN Project, and (b) F4, a private uranium exploration company focused on advancing the F4 Properties. The Arrangement would result in, among other things, participating Shareholders holding, immediately following completion of the Arrangement, all of the outstanding New F3 Shares and F4 Shares in proportion to their holdings of F3 Shares at the Effective Time. For a summary of the steps of the Arrangement and related transactions, see the section entitled “The Arrangement – Details of the Arrangement”.

REASONS FOR THE ARRANGEMENT

The Board believes that the creation of two separate companies will provide a number of benefits to F3, F4 and the Shareholders, including: Unlocking value for Shareholders by allowing better capital allocation to the F4 properties and prevent Shareholder dilution for non-PLN Project exploration activity.

See further details under the section entitled “The Arrangement – Reasons for the Arrangement”.

RECOMMENDATION OF THE BOARD

The Board, having reviewed the Plan of Arrangement and related transactions and considered, among other things, the reasons for the Arrangement, has unanimously determined that the Arrangement is in the best interests of F3 and the Shareholders. The Board has unanimously approved the Arrangement and the transactions contemplated thereby and unanimously recommends that Shareholders vote FOR the Arrangement Resolution and, subject to approval of the Arrangement Resolution, that Shareholders vote FOR the F4 Option Plan Resolution and FOR the F4 Equity Incentive Plan Resolution.

See further details under the section entitled “The Arrangement – Recommendation of the Board”.

FAIRNESS OF THE ARRANGEMENT

The Arrangement was determined to be fair to the Shareholders by the Board based upon the following factors, among others:

See further details under the section entitled “The Arrangement – Fairness of the Arrangement”.

CONDITIONS TO CLOSING

The Arrangement will be subject to the satisfaction or waiver, as applicable, of certain conditions, including the following:

See further details under the section entitled “The Arrangement – Conditions to the Arrangement”.

COURT APPROVAL

The Arrangement requires approval of the Court pursuant to section 192 of the CBCA. Prior to mailing this Circular, F3 obtained the Interim Order, which provides for the calling and holding of the Meeting, Dissent Rights and certain other procedural matters. A copy of the Interim Order is attached as Schedule “E”.

Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, F3 intends to make an application to the Court for the Final Order on August 13, 2024 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard at the Court house at 800 Smithe Street, Vancouver, British Columbia or at any other date and time as the Court may direct. At the hearing, any Shareholder or other interested party who wishes to participate or be represented or present arguments or evidence must file and serve a response to petition no later than 4:00 p.m. (Vancouver time) on August 9, 2024 along with any other documents required, all as set out in the Interim Order and Notice of Hearing of Petition, copies of which are attached as Schedule “E” and “F”, respectively, and satisfy any other requirement of the Court.

The Court may approve the Arrangement either as proposed or as amended in any manner the Court may direct, and subject to compliance with such terms and conditions, if any, as the Court sees fit.

See further details under the section entitled “The Arrangement – Court Approval of the Arrangement”.

EFFECTIVE DATE

Upon receipt of the Final Order, F3 will announce by news release the proposed Effective Date of the Arrangement, which is expected to be on or about August 15, 2024. The record date for determining the Shareholders entitled to participate in the Arrangement will be the Effective Date.

STOCK EXCHANGE LISTINGS

The F3 Shares are currently listed and traded on the TSX-V under the symbol “FUU” and on the United States OTCQX Market as “FUUFF”.

F3 FOLLOWING THE ARRANGEMENT

Following completion of the Arrangement, F3 will continue to focus on advancing the PLN Project, while F4 will allow shareholders to capture additional long-term value through the F4 Properties. F3’s near-term focus will continue to be the advancement of the 100% owned PLN Project.

Following completion of the Arrangement, the New F3 Shares will continue to be traded on the TSX-V.

For a more detailed description of F3 following the completion of the Arrangement, see Schedule “N”.

F4 FOLLOWING THE ARRANGEMENT

F4 is expected to operate as an exploration company focused on advancing the F4 Properties. There are no immediate plans to apply for listing of the F4 Shares on any stock exchange.

For a more detailed description of F4 following the completion of the Arrangement, see Schedule “H”.

DISTRIBUTION OF SHARE CERTIFICATES

Concurrently with the mailing of the Circular, F3 will mail the Letter of Transmittal to Registered Shareholders, which will be used to exchange their certificates representing F3 Shares for share certificates representing the New F3 Shares and certificate representing the F4 Shares.

Upon the Arrangement becoming effective and surrender to the Depositary for cancellation of a certificate or other entitlement which immediately prior to the Effective Time represented outstanding F3 Shares together with a Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, certificates or a DRS Advice representing that number (rounded down to the nearest whole number) of F3 Shares and F4 Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate will be cancelled. A Letter of Transmittal accompanies this Circular.

Until exchanged, each certificate representing F3 Shares will, after the Effective Time, represent only the right to receive, upon surrender, certificates representing the requisite numbers of New F3 Shares and F4 Shares. Shareholders will not receive any fractional F4 Shares.

Shareholders who fail to submit their certificates representing F3 Shares together with a duly completed Letter of Transmittal and any other documents required by the Depositary on or before the sixth anniversary of the Effective Date will cease to have any right or claim against or interest of any kind or nature in F3 or F4. Accordingly, persons who tender certificates for F3 Shares after the sixth anniversary of the Effective Date will not receive any New F3 Shares or F4 Shares, will not own any interest in F3 or F4 and will not be paid any cash or other compensation in lieu thereof.

DISSENT RIGHTS

The Interim Order provides that each Registered Shareholder as of the Record Date may exercise Dissent Rights in accordance with section 190 of the CBCA as modified by the Plan of Arrangement, the Interim Order and the Final Order in respect of the Arrangement. Each Dissenting Shareholder is entitled to be paid the fair value of all, but not less than all, of the holder’s F3 Shares, provided that the holder duly dissents to the Arrangement Resolution and the Arrangement becomes effective.

To exercise Dissent Rights, Registered Shareholders as of the Record Date must provide written notice to F3 c/o Blake, Cassels & Graydon LLP., Suite 3500 – 1133 Melville Street, The Stack, Vancouver, BC, Canada, V6E 4E5 at or before 10:00 a.m. (Vancouver time) on August 6, 2024 (or on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting) in the manner described under the heading “Dissent Rights”. If a Registered Shareholder exercises Dissent Rights in strict compliance with the section 190 of the CBCA, as modified by the Interim Order, the Plan of Arrangement, and the Arrangement is completed, such Dissenting Shareholder is entitled to be paid the “fair value” of the F3 Shares with respect to which Dissent Rights were exercised, as calculated immediately before the passing of the Arrangement Resolution. Only Registered Shareholders are entitled to exercise Dissent Rights. Beneficial Shareholders who wish to exercise Dissent Rights must cause each Registered Shareholder holding their F3 Shares to deliver the required notice of dissent or, alternatively, make arrangements to become Registered Shareholders. Shareholders should carefully read the section of this Circular entitled “Dissent Rights” and consult with their advisors if they wish to exercise Dissent Rights. Any failure to fully comply with the provisions of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order in respect of the Arrangement, may result in a loss of that holder’s Dissent Rights.

CANADIAN SECURITIES LAWS MATTERS

F3 is a reporting issuer in the following jurisdictions in Canada: British Columbia and Alberta. The F3 Shares currently trade on the TSX-V in Canada.

After the Arrangement, F4 will be a reporting issuer in British Columbia and Alberta. There are no immediate plans to apply for listing of the F4 Shares on any stock exchange.

The distribution of the F4 Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from prospectus requirements of Canadian securities legislation. With certain exceptions, the F4 Shares may generally be resold in each of the provinces of Canada provided the trade is not a “control distribution” as defined in National Instrument 45-102 — Resale of Securities of the Canadian Securities Administrators, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling security holder is an insider or officer of F4, the insider or officer has no reasonable grounds to believe that F4 is in default of securities legislation.

See further details under the section entitled “Certain Securities Law Matters – Canadian Securities Laws”.

U.S. SECURITIES LAWS MATTERS

The securities to be issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement will not be registered under the 1933 Act or the securities laws of any state of the United States and will be distributed in reliance upon the exemption from registration provided by Section 3(a)(10) of the 1933 Act and available exemptions from applicable state registration requirements. The securities issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement will generally not be subject to resale restrictions under U.S. federal securities laws for persons who are not affiliates of F3 or F4 following the Arrangement or within 90 days prior to the Arrangement.

See further details under the section entitled “Certain Securities Law Matters – U.S. Securities Laws”.

CERTAIN CANADIAN INCOME TAX CONSIDERATIONS

A summary of certain Canadian federal income tax considerations for Shareholders who participate in the Arrangement is set out under the heading “Certain Canadian Federal Income Tax Considerations”.

Shareholders should carefully review the tax considerations applicable to them under the Arrangement and are urged to consult their own legal, tax and financial advisors in regard to their particular circumstances.

CERTAIN U.S. INCOME TAX CONSIDERATIONS

A summary of certain U.S. federal income tax considerations for Shareholders who participate in the Arrangement is set out under the heading “Certain U.S. Federal Income Tax Considerations”.

Shareholders should carefully review the tax considerations applicable to them under the Arrangement and are urged to consult their own legal, tax and financial advisors in regard to their particular circumstances.

RISK FACTORS

Shareholders should be aware that there are various known and unknown risk factors in connection with the Arrangement and the ownership of New F3 Shares and F4 Shares following the completion of the Arrangement. Shareholders should carefully consider the risks identified in this Circular under the heading “The Arrangement – Risk Factors Relating to the Arrangement” and under the heading “Risk Factors” in Schedules “H” and “N” before deciding whether or not to approve the Arrangement Resolution.

GENERAL VOTING INFORMATION

PERSONS MAKING THIS SOLICITATION OF PROXIES

In accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, arrangements have been made with brokerage houses and clearing agencies, custodians, nominees, fiduciaries or other intermediaries to forward the Corporation’s proxy solicitation materials to the beneficial owners of the F3 Shares held of record by such parties. The Corporation may reimburse such parties for reasonable fees and disbursements incurred by them in doing so.

APPOINTMENT OF PROXYHOLDERS AND COMPLETION AND REVOCATION OF PROXIES

The purpose of a proxy is to designate persons who will vote the proxy on a Shareholder’s behalf in accordance with the instructions given by the shareholder in the proxy. The persons named in the enclosed proxy (the “Management Designees”) have been selected by the directors of the Corporation.

A Shareholder has the right to designate a person (whom need not be a Shareholder) other than the Management Designees to represent them at the Meeting. Such right may be exercised by inserting in the space provided for that purpose on the proxy the name of the person to be designated and by deleting therefrom the names of the Management Designees, or by completing another proper form of Proxy and delivering the same to the transfer agent of the Corporation. Such Shareholder should notify the nominee of the appointment, obtain the nominee’s consent to act as proxyholder and provide instructions on how the shareholder’s shares are to be voted. The nominee should bring personal identification with them to the Meeting. To be valid, the proxy must be dated and executed by the Shareholder, or an attorney authorized in writing, with proof of such authorization attached (where an attorney executed the proxy).

REGISTERED SHAREHOLDERS

Registered Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered Shareholders electing to submit a proxy may do so by:

In all cases, the proxy must be received at least 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used. Proxies received after that time may be accepted by the Chair of the Meeting at the Chair of the Meeting’s discretion, and the Chair of the Meeting is under no obligation to accept late proxies.

BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance as many Shareholders do not hold F3 Shares in their own name.

Only Shareholders whose names appear on the records of the Corporation as the registered holders of F3 Shares or duly appointed proxyholders are permitted to vote at the Meeting. Most Shareholders are Non-Registered Shareholders, because the F3 Shares they own are not registered in their names but instead registered in the name of an Intermediary, including a nominee such as a brokerage firm through which they purchased the F3 Shares; bank, trust company, trustee or administrator of self-administered RRSPs, RRIFs, RESPs and similar plans; or clearing agency such as the Canadian Depository for Securities Limited. If you purchased your F3 Shares through a broker, you are likely a Non-Registered Shareholder.

In accordance with securities regulatory policy, the Corporation has distributed copies of the Meeting materials, being the Notice of Meeting, this Circular and the form of proxy, to Intermediaries for distribution to Non-Registered Shareholders.

Intermediaries are required to forward the Meeting materials to Non-Registered Shareholders to seek their voting instructions in advance of the Meeting. F3 Shares held by Intermediaries can only be voted in accordance with the instructions of the Non-Registered Shareholder. The Intermediaries often have their own voting instruction form instead of a Proxy, have their own mailing procedures and provide their own return instructions. If you wish to vote by Proxy, you should carefully follow the instructions from your Intermediary to ensure that your shares are voted at the Meeting.

If you, as a Non-Registered Shareholder, wish to vote at the Meeting in person, you should appoint yourself as proxyholder by writing your name in the space provided on the request for voting instructions or Proxy provided by the Intermediary and you should return the form to the Intermediary in the envelope provided. Do not complete the voting section of the form as your vote will be taken at the Meeting.

There are two kinds of Non-Registered Shareholders: those who object to their identity being made known to the issuers of securities which they own (called “OBOs” for Objecting Beneficial Owners) and those who do not (called “NOBOs” for Non-Objecting Beneficial Owners).

Non-Objecting Beneficial Owners

The Corporation is relying on the provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer that permit it to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a voting instruction form (“VIF”) from Computershare. The VIF is to be completed and returned to Computershare as set out in the instructions provided on the VIF. Computershare will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the F3 Shares represented by the VIFs they receive. These Shareholder materials are being sent to both Registered Shareholders and Non-Registered Shareholders. If you are a Non-Registered Shareholder, and the Corporation or its agent has sent these materials directly to you, your name and address, and information about your holdings of securities, were obtained in accordance with applicable securities regulatory requirements from the intermediary holding securities on your behalf.

By choosing to send these materials to you directly, the Corporation (and not the Intermediary holding securities on your behalf) has assumed responsibility for (i) delivering these materials to you; and (ii) carrying out your voting instructions. Please return your VIF as specified in the request for voting instructions sent to you.

Objecting Beneficial Owners

Beneficial Shareholders who are OBOs should follow the instructions of their Intermediary carefully to ensure their shares are voted at the Meeting. We have elected to pay for intermediaries to distribute these materials to Beneficial Shareholders who are OBOs under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer. The form of proxy supplied to you by your Intermediary will be similar to the proxy provided to Registered Shareholders by the Corporation. However, its purpose is limited to instructing the Intermediary on how to vote your F3 Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge in the United States and in Canada. Broadridge mails a VIF in lieu of the form of proxy provided by the Corporation. The VIF will name the same persons as the Corporation’s proxy to represent your F3 Shares at the Meeting. You have the right to appoint a person (who need not be a Shareholder, and who can be yourself), other than any of the persons designated in the VIF, to represent your F3 Shares at the Meeting. To exercise this right, insert the name of the desired representative, who may be you, in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge by mail or facsimile, or provided to Broadridge by phone or over the internet, in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting and the appointment of any Shareholder’s representative. If you receive a VIF from Broadridge, it must be completed and returned to Broadridge, in accordance with Broadridge’s instructions, well in advance of the Meeting in order to have your shares voted or to have an alternate representative duly appointed to attend and vote your shares at the Meeting.

VOTING OF PROXIES

The Board of Directors has set July 2, 2024, as the record date for determining the Shareholders entitled to receive notice of and vote at the Meeting. Voting at the Meeting will be by a show of hands, each registered Shareholder and each proxyholder (representing a registered Shareholder or unregistered Shareholder) having one vote, unless a poll is required or requested, whereupon each such Shareholder and/or proxyholder is entitled to one vote for each F3 Share held or represented. Each Shareholder may instruct their proxyholder how to vote their F3 Shares by completing the blanks on the proxy. All F3 Shares represented at the Meeting by properly executed proxies will be voted or withheld from voting when a poll is required or requested and, where a choice with respect to any matter to be acted upon has been specified in the form of proxy, the F3 Shares represented by the proxy will be voted in accordance with such specification. In the absence of any such specification as to voting on the proxy, the Management Designees, if named as proxyholder, will vote in favour of the matters set out therein.

The enclosed proxy confers discretionary authority upon the Management Designees, or other person named as proxyholder, with respect to amendments to or variations of matters identified in the Notice of Meeting and any other matters which may properly come before the Meeting. As of the date hereof, the Corporation is not aware of any amendments to, variations of or other matters which may come before the Meeting. If other matters come before the Meeting, then the Management Designees intend to vote in accordance with the judgment of the Corporation.

In order to approve a motion proposed at the Meeting, a majority of greater than 50% of the votes cast will be required (an “Ordinary Resolution”) unless the motion requires a “special resolution” in which case a majority of 66⅔% of the votes cast will be required.

REVOCATION OF PROXIES

Any Registered Shareholder who has returned a proxy may revoke it at any time before it has been exercised. A proxy may be revoked by a Registered Shareholder personally attending at the Meeting and voting their F3 Shares. A Shareholder may also revoke their proxy in respect of any matter upon which a vote has not already been cast by depositing an instrument in writing, including a proxy bearing a later date executed by the Registered Shareholder or by their authorized attorney in writing, or, if the Shareholder is a company, under its corporate seal by an officer or attorney thereof duly authorized, either at the office of the Corporation’s registrar and transfer agent at the foregoing address or the head office of the Corporation at Suite 750 – 1620 Dickson Street, Kelowna, British Columbia, Canada, V1Y 9Y2 at any time up to and including the last business day preceding the date of the Meeting, or any adjournment thereof at which the proxy is to be used, or by depositing the instrument in writing with the Chairman of such Meeting, or any adjournment thereof. Only Registered Shareholders have the right to revoke a proxy. Non-Registered Shareholders who wish to change their vote must, at least seven days before the Meeting, arrange for their respective Intermediary to revoke the proxy on their behalf.

QUORUM

Under the Corporation’s current By-Laws, the quorum for the transaction of business at a Meeting of shareholders is two persons present, each being a shareholder entitled to vote thereat or a duly appointed proxyholder or representative for a shareholder so entitled, holding or representing by proxy not less than 25% of the voted entitled to be cast at the Meeting.

VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The Corporation is authorized to issue an unlimited number of F3 Shares without par value. As of the date hereof there were 493,352,709 F3 Shares issued and outstanding, each carrying the right to one vote per share.

The Board has fixed July 2, 2024, as the record date for the determination of Shareholders entitled to receive notice of and to vote at the Meeting and at any adjournment thereof, and only Shareholders of record at the close of business on that date are entitled to such notice and to vote at the Meeting.

To the knowledge of management of F3, no person, firm or company will beneficially own, control or direct, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to any class of voting securities of F3 immediately following the Effective Time other that as set out below.

As of the date hereof, the directors and executive officers of the Corporation, as a group, owned beneficially, directly or indirectly, or exercised control or direction over, approximately 16,248,880 F3 Shares representing approximately 3.29% of the issued F3 Shares.

INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON

Except as set out herein, no person who has been a director or executive officer of the Corporation at any time since the beginning of the Corporation’s last financial year and no associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership or otherwise, in matters to be acted upon at the Meeting other than approval of the F4 Option Plan or approval of the F4 Equity Incentive Plan.

PARTICULARS OF MATTERS TO BE ACTED UPON

Shareholders will be asked to approve the Arrangement Resolution, the full text of which is attached as Schedule “A” to the Circular for a statutory arrangement under section 192 of the CBCA which involves, among other things, the distribution of F4 Shares to Shareholders of the Corporation on the basis of one-tenth of a F4 Share for each F3 Share held, as more fully described in the Circular. See “The Arrangement” below.

As the F3 Option Plan will not carry forward to F4, if the Arrangement Resolution is approved at the Meeting, Shareholders will also be asked to consider and, if thought appropriate, pass the F4 Option Plan Resolution. See “Description of Share Capital” in Schedule “H”. Management unanimously recommends a vote “FOR” in respect of the F4 Option Plan Resolution.

At the Meeting, assuming the Arrangement Resolution is approved, Shareholders will be asked to pass an ordinary resolution, with or without amendment, in substantially the form set forth in Schedule “B”.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxyholder, to vote in favour of the approval of the F4 Option Plan Resolution and to, without further Shareholder approval, make such changes to the F4 Option Plan as may be required or approved by regulatory authorities.

As the F3 Equity Incentive Plan will not carry forward to F4, if the Arrangement Resolution is approved at the Meeting, disinterested Shareholders will also be asked to consider and, if thought appropriate, pass the F4 Equity Incentive Plan Resolution. See “Description of Share Capital” in Schedule “H”. Management unanimously recommends a vote “FOR” in respect of the F4 Equity Incentive Plan Resolution.

At the Meeting, assuming the Arrangement Resolution is approved, disinterested Shareholders will be asked to pass an ordinary resolution, with or without amendment, in substantially the form set forth in Schedule “C”. Based on the present shareholdings of the insiders to whom F4 RSUs may be granted under the F4 Equity Incentive Plan and their associates, a total of up to 1,339,796 F4 Shares will be excluded from voting on the F4 Equity Incentive Plan Resolution, representing 2.76% of the issued and outstanding F3 Shares as of the Record Date.

Unless otherwise directed, it is the intention of the Management Designees, if named as proxyholder, to vote in favour of the approval of the F4 Equity Incentive Plan Resolution and to, without further Shareholder approval, make such changes to the F4 Equity Incentive Plan as may be required or approved by regulatory authorities.

EXECUTIVE COMPENSATION

Unless otherwise noted the following information is for the Corporation’s last completed financial year ended June 30, 2023.

In this section “Named Executive Officer” (“NEO”) means the Chief Executive Officer (“CEO”), the Chief Financial Officer (“CFO”) and each of the three most highly compensated executive officers, other than the CEO and CFO, who were serving as executive officers at the end of the most recently completed fiscal year and whose total compensation was more than $150,000, as well as any additional individuals for whom disclosure would have been provided except that the individual was not serving as an officer of the Corporation at the end of the most recently completed financial year.

Devinder Randhawa, Chairman and Chief Executive Officer, Raymond Ashley, President and Director and Ryan Cheung, Chief Financial Officer are each an “NEO” of the Corporation for the purposes of the following disclosure.

OVERSIGHT AND DESCRIPTION OF DIRECTOR AND NEO COMPENSATION

The Corporation has a Compensation Committee composed of the following Board members: John DeJoia (Chair), Terrence Osier and Laurie Thomas. The Compensation Committee is in charge of the responsibilities relating to executive and director compensation, including reviewing, and recommending to the Board Directors’ compensation of the Corporation’s officers and employees and evaluating the performance of officers generally and in light of annual goals and objectives.

The entire Board assumes responsibility for reviewing and monitoring the long-range compensation strategy for the senior management of the Corporation.

EMPLOYMENT, CONSULTING AND MANAGEMENT AGREEMENTS

The Corporation does not presently have any arrangements with any external management company to provide executive management services to the Corporation. Management functions of the Corporation are substantially performed by directors or senior officers of the Corporation.

TERMINATION AND CHANGE OF CONTROL BENEFITS

Other than as set forth below, the Corporation does not have any plan, contracts, or arrangements in place with any NEO that provides for payment following or in connection with any termination (whether voluntary, involuntary or constructive), as a result of resignation, retirement, change of control, etc. or if his / her responsibilities change following a change of control.

On May 1, 2023, the Corporation entered into a consulting services agreement with Midland Management Ltd. (“Midland Management”) pursuant to which Midland Management will provide services to the Corporation related to executive management, strategic corporate planning and third party engagement (the “Midland Consulting Agreement”). If there is a Change of Control (as defined below) of the Corporation and the Midland Consulting Agreement is terminated by the Corporation within 60 days of a Change of Control or Midland Management terminates the Midland Consulting Agreement by giving written notice to the Corporation within 180 days of becoming aware of the Change of Control having occurred, the Corporation will pay to Midland Management a lump sum of the annual fee of $108,000, and the average of the annual bonuses or other cash incentive payments, if any, paid by the Corporation to Midland Management for the calendar year immediately preceding the year in which the termination date occurs. Additionally, upon termination of the Midland Consulting Agreement by the Corporation, the Corporation shall pay to Midland Management any bonus fees owing to Midland Management immediately prior to the termination of the Midland Consulting Agreement, and all stock options granted to Midland Management, or previously to Ryan Cheung in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

On May 15, 2023, as amended on August 1, 2023, the Corporation entered into a consulting services agreement with RD Capital Inc. (“RD Capital”) pursuant to which RD Capital will provide services to the Corporation related to executive management, strategic corporate planning and third-party engagement (the “RD Consulting Agreement”). If there is a Change of Control (as defined below) of the Corporation and the RD Consulting Agreement is terminated by the Corporation within 60 days of a Change of Control or RD Capital terminates the RD Consulting Agreement by giving written notice to the Corporation within 60 days of becoming aware of the Change of Control having occurred, the Corporation will pay to RD Capital two times the annual fee of $400,000 or such higher annual fee as at the date of termination, two times the bonus fee, as determined by applicable executive bonus plans, based on the average of the previous three years of bonus fees multiplied by two, or, if termination occurs before three calendar years, the total of the bonus fees payable in the previously full calendar year multiplied by two. Additionally, upon termination of the RD Consulting Agreement by the Corporation, the Corporation shall pay to RD Capital any bonus fees owing to RD Capital immediately prior to the termination of the RD Consulting Agreement, and all stock options granted to RD Capital, or previously to Devinder Randhawa in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

Pursuant to an employment agreement (the “Employment Agreement”) with Raymond Ashley (the “Mr. Ashley”), if there is a Change of Control of the Corporation and the Employment Agreement is terminated by the Corporation within 60 days of a Change of Control or Mr. Ashley terminates the Employment Agreement by giving written notice to the Corporation within 60 days of becoming aware of the Change of Control having occurred, the Corporation will pay to Mr. Ashley two times the annual fee or such higher annual fee as at the date of termination, two times the bonus fee, as determined by applicable executive bonus plans, based on the average of the previous three years of bonus fees multiplied by two, or, if termination occurs before three calendar years, the total of the bonus fees payable in the previously full calendar year multiplied by two. Additionally, upon termination of the Employment Agreement by the Corporation, the Corporation shall pay to Mr. Ashley any bonus fees owing to Mr. Ashley immediately prior to the termination of the Employment Agreement, and all stock options granted to Mr. Ashley, or previously to Mr. Ashley in his role as employee, director or consultant of the Corporation, shall vest and be exercisable in accordance with the F3 Option Plan.

A Change of Control shall mean (i) at least 50% in fair-market value of all the assets of the Corporation are sold; (ii) there is direct or indirect acquisition by a person or group of persons of voting securities of the Corporation, that in aggregate with those voting securities held by such person or group of persons, constitutes 50% or more of the outstanding voting securities of the Corporation; (iii) a majority of the Board’s nominees for election are not elected at any annual or special meeting of shareholders of the Corporation; (iv) a liquidation, dissolution or winding up of the Corporation occurs; or (v) the amalgamation, merger or arrangement of the Corporation with another entity, other than Fission Uranium Corp., where the shareholders of the Corporation immediately prior to the transaction will hold less than 50.1% of the voting securities of the resulting entity.

EXECUTIVE AND EMPLOYEE COMPENSATION OBJECTIVES AND PHILOSOPHY

The primary objectives of the Corporation’s executive compensation program are to attract, motivate and retain highly trained, experienced and committed executive officers who have the necessary skills, education, experience and personal qualities required to manage the Corporation’s business for the benefit of its shareholders, and to align their success with that of the shareholders.

COMPENSATION REVIEW PROCESS

When determining executive compensation, the Board will review the compensation policies of companies engaged in businesses similar to the Corporation’s. Although the Corporation has not obtained any industry reports regarding compensation, at the appropriate time the Board will review publicly available information with respect to compensation paid to the executives of companies that are also engaged in the acquisition, exploration and development of oil and gas properties.

In setting the base compensation levels for individuals, consideration will be given to objective factors such as the level of responsibility, experience and expertise, as well as subjective factors such as leadership and contribution to corporate performance. Fees will be reviewed annually and adjustments may be made based upon corporate and personal performance, market conditions and the level of responsibility attributed to specific executives.

BASE SALARY OR CONSULTING FEES

Salaries or Consulting Fees: Future base executive compensation, in the form of salaries or consulting fees, will provide a fixed level of compensation for discharging the specific duties and responsibilities of the executive. The Board recognizes that the size of the Corporation may prohibit executive compensation from matching those of larger companies in the industry. The Board also believes that long-term equity interests, in the form of options (described above), will compensate for lower base fees. This compensation strategy is similar to the strategies of many other companies within the Corporation’s peer group.

STOCK BASED COMPENSATION

Under the terms of the Corporation’s F3 Option Plan, the Board or a committee of the Board may grant incentive stock options to the Corporation’s directors, officers, employees and consultants to purchase F3 Shares. The purpose of options is to provide a direct long-term incentive to improve shareholder value over time. The level of grant is determined by reference to standards of practice within the junior mining industry and the individual’s level of responsibility within the Corporation. The Corporation does not have a program or regular annual grant of options. When determining options to be allocated, several factors are considered, including the number of outstanding options held by an individual, the value of such options, and the total number of options available for granting.

COMPENSATION EXCLUDING COMPENSATION SECURITIES

The following table sets forth all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Corporation or its subsidiary, to each NEO and director of the Corporation, in any capacity, including, for greater certainty, all plan and non-plan compensation, direct and indirect pay, remuneration, economic or financial award, reward, benefit, gift or perquisite paid, payable, awarded, granted, given or otherwise provided to the NEO or a director of the Corporation for services provided and for services to be provided, directly or indirectly, to the Corporation or its subsidiary.

Notes:

STOCK OPTIONS AND OTHER COMPENSATION SECURITIES

Particulars of compensation securities granted or issued to each NEO and director in the most recently completed financial year of June 30, 2023, for services provided or to be provided, directly or indirectly, to the Corporation or any of its subsidiaries are set out in the table below:

Notes:

EXERCISE OF COMPENSATION SECURITIES BY DIRECTORS AND NEOS

The following compensation securities were exercised by NEOs or director of F3 in the most recently completed financial year ended June 30, 2023:

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets forth aggregated information as at the record date of July 2, 2024, with respect to the F3 Option Plan, which, together with the RSU Plan, are the only compensations plan under which equity securities of the Corporation are authorized for issuance to employees or nonemployees such as directors and consultants:

Note:

MANAGEMENT CONTRACTS

Except as disclosed herein, there are no management functions of the Corporation, which are to any substantial degree performed by a person or company other than the directors or senior officers of the Corporation.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Except as disclosed below and herein, no informed person (as defined in National Instrument 51-102 - Continuous Disclosure Obligations) or director of the Corporation and no associate or affiliate of the foregoing persons has or has had any material interest, direct or indirect, in any transaction since the commencement of the Corporation’s most recently completed financial year or in any proposed transaction which in either such case has materially affected or would materially affect the Corporation or any of its subsidiaries.

Certain directors and officers of F3 are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring, developing and exploiting natural resource properties. Such associations to other engaged companies in the resource sector may give rise to conflicts of interest from time to time. As a result, opportunities provided to a director of F3 may not be made available to F3 but, rather, may be offered to a company with competing interests. The directors and senior officers of F3 are required by law to act honestly and in good faith with a view to the best interests of F3 and to disclose any personal interest which they may have in any project or opportunity of F3, and to abstain from voting on such matters.

The directors and officers of F3 are aware of the existence of laws governing the accountability of directors and officers for corporate opportunity and requiring disclosure by the directors of conflicts of interest and F3 will rely upon such laws in respect of any directors’ and officers’ conflicts of interest or in respect of any breaches of duty by any of its directors and officers.

CORPORATE GOVERNANCE

GENERAL

Corporate governance relates to the activities of the Board, the members of which are elected by and are accountable to the Shareholders and takes into account the role of the individual members of management who are appointed by the Board and charged with the day-to-day management of the Corporation. The Canadian Securities Administrators (“CSA”) have adopted National Policy 58-201 Corporate Governance Guidelines, which provides non-prescriptive guidelines on corporate governance practices for reporting issuers such as the Corporation. In addition, the CSA has implemented National Instrument 58-101 Disclosure of Corporate Governance Practices (“NI 58-101”), which prescribes certain disclosure by the Corporation of its corporate governance practices. This disclosure is presented below.

BOARD OF DIRECTORS

Form 58-101F1 suggests that the board of directors of every listed company should be constituted with a majority of individuals who qualify as “independent” directors under NI 52-110, which provides that a director is independent if he or she has no direct or indirect “material relationship” with the Corporation. “Material relationship” is defined as a relationship that could, in the view of the Corporation’s board of directors, be reasonably expected to interfere with the exercise of a director’s independent judgment.

Three of the five directors of the Corporation are independent. Mr. John DeJoia, Mr. Terrence Osier and Ms. Laurie Thomas are considered to be independent directors since they are independent of management and free from any material relationship with the Corporation. Mr. Devinder Randhawa is not considered to be “independent”, within the meaning of NI 52-110, as a result of his current position as CEO and Chairman, officers or other material relationships, with the Corporation. Mr. Raymond Ashley is not considered to be “independent”, within the meaning of NI 52-110, as a result of his position as President of the Corporation.

The Board regularly reviews executive compensation and the grant of stock options.

To facilitate the directors of the Corporation functioning independent of management, where appropriate, during regularly scheduled meetings, non-independent directors and members of management are excluded from certain discussions.

DIRECTORSHIPS

The following directors of the Corporation are currently serving on board of directors of other reporting companies (or equivalent) as set out below:

ORIENTATION AND CONTINUING EDUCATION

When new directors are appointed, they receive orientation commensurate with their previous experience and on the responsibilities of directors. Board meetings may also include presentations by the Corporation’s management and employees to give the directors additional insight into the Corporation’s business.

BUSINESS CONDUCT

The Board has found that the fiduciary duties placed on individual directors by applicable law, and the restrictions placed by applicable corporate legislation on an individual directors’ participation in decisions of the Board in which the Director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Corporation.

NOMINATION OF DIRECTORS

The Compensation Committee determines compensation for the directors and executive officers and is comprised of three (3) directors.

The Corporation’s compensation philosophy for executives continues to follow three underlying principles:

When determining compensation policies and individual compensation levels for executive officers, the Compensation Committee takes into consideration a variety of factors. These factors include overall financial and operating performance of the Corporation, the Compensation Committee and the Board’s overall assessment of each executive’s individual performance and contribution towards meeting corporate objectives, levels of responsibility, length of service and industry comparables.

Executive compensation is comprised primarily of a base salary and participation in the F3 Option Plan, restricted share units (“RSUs”), and may also consist of bonuses and other perquisites which are awarded on an occasional basis.

The salary for each executive officer’s position is primarily determined having regard for the incumbent’s responsibilities, individual performance factors, overall corporate performance, and the assessment of such individual as presented by management to the Board and the Compensation Committee. The salary is intended to provide the executive officer with a compensation level competitive with base salaries within the industry. Executive officers benefit from improved performance of the Corporation almost entirely through their participation in the F3 Option Plan and from time to time by the receipt of bonuses.

COMPENSATION

The Board determines compensation for the directors, the President, CFO and the CEO upon recommendation of the Compensation Committee. See “Compensation of Executive Officers and Directors” for more information about the Corporation’s process of determining compensation.

OTHER BOARD COMMITTEES

Committees of the Board are an integral part of the Corporation’s governance structure. At the present time, the Corporation has no standing committees other than the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

ASSESSMENTS

The board has not, as yet, established procedures to formally review the contributions of individual directors. At this point, the directors believe that the board’s current size facilitates informal discussion and evaluation of members’ contributions within that framework.

AUDIT COMMITTEE

The Audit Committee is responsible for the Corporation’s financial reporting process and the quality of its financial reporting. The Audit Committee is charged with the mandate of providing independent review and oversight of the Corporation’s financial reporting process, the system of internal control and management of financial risks, and the audit process, including the selection, oversight and compensation of the Corporation’s external auditors.

The Audit Committee also assists the Board in fulfilling its responsibilities by reviewing the Corporation’s process for monitoring compliance with laws and regulations and its own code of business conduct. In performing its duties, the Audit Committee maintains effective working relationships with the Board, management, and the external auditors and monitors the independence of those auditors. The Audit Committee is also responsible for reviewing the Corporation’s financial strategies, its financing plans and its use of the equity and debt markets.

The current members of the Audit Committee are Laurie Thomas (Chair), Terrence Osier, and John DeJoia are all considered independent pursuant to NI 52-110. All members of the Audit Committee are financially literate. More detailed Audit Committee disclosure as required under National Instrument 52-110 Audit Committees, is contained in the Corporation’s annual information form dated March 20, 2024 (the “AIF”), which is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

EXTERNAL AUDITOR SERVICE FEES

In the following table, “Audit Fees” are fees billed by the Corporation’s external auditors for services provided in auditing the Corporation’s annual financial statements for the subject year. “Audit-related Fees” are fees not included in audit fees that are billed by the auditors for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements. “Tax Fees” are billed by the auditors for professional services rendered for tax compliance, tax advice and tax planning. “All Other Fees” are fees billed by the auditors for products and services not included in the foregoing categories.

The fees paid by the Corporation to its auditors in each of the last two (2) financial years, by category, are as follows:

Notes:

THE ARRANGEMENT

GENERAL

The purpose of the Arrangement is to reorganize F3 and its assets and operations into two separate companies: F3 and F4.

REASONS FOR THE ARRANGEMENT

The Board believes that the creation of two separate companies will provide a number of benefits to F3, F4 and the Shareholders, including:

In view of the factors and information considered in connection with their evaluation of the Arrangement, the Board did not find it practicable to, and therefore did not, quantify or otherwise attempt to assign any relative weight to each specific factor or item of information considered in reaching their conclusions and recommendations. In addition, individual members of the Board may have given different weights to different factors or items of information.

RECOMMENDATION OF THE BOARD

The Board approved the Arrangement and recommended and authorized the submission of the Arrangement to the Shareholders and the Court for approval. The Board has concluded that the Arrangement is in the best interests of F3 and its Shareholders and recommends that Shareholders vote FOR the Arrangement Resolution proposed to be passed at the Meeting.

In reaching this conclusion, the Board considered, among other things, the benefits to F3 and its Shareholders, as well as the financial position, opportunities and outlook for the future potential and operating performance of F3 and F4, respectively.

FAIRNESS OF THE ARRANGEMENT

The Arrangement was determined to be fair to the Shareholders by the Board based upon the following factors, among others:

DETAILS OF THE ARRANGEMENT

The following description is qualified in its entirety by reference to the full text of the Plan of Arrangement, a copy of which is attached as Exhibit “I” to the Arrangement Agreement attached as Schedule “D” to this Circular. Shareholders are urged to carefully read the Plan of Arrangement in its entirety.

At the Effective Time and pursuant to the Plan of Arrangement, the following transactions, among others, will occur and will be deemed to occur sequentially in the following order:

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the F3 Replacement Option and the F4 Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the F3 Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 Option.

The Board will define the fair market value of the F4 Shares, acting in good faith, prior to the Effective Date. As F4 has no liabilities, the Board’s determination of fair market value will be calculated by dividing the fair market value by the 49,335,270 F4 Shares expected to be outstanding on the Effective Date. The Board has received a valuation to support its determination of fair market value.

Each F3 Warrant outstanding will be deemed to be amended to entitle the holder thereof to receive, upon due exercise of the F3 Warrant, for the original exercise price:

F4 will upon receipt of written notice from F3 from time to time issue, as directed by F3, that number of F4 Shares as may be required to satisfy the exercise of F3 Warrants.

F3 will, as agent for F4, collect and pay to F4 an amount for each one-tenth of a F4 Share so issued that is equal to the exercise price under the F3 Warrant multiplied by the fair market value of one-tenth of a F4 Share at the Effective Time divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 Share at the Effective Time.

No fractional F4 Shares shall be distributed to the Shareholders and no fractional F4 Options shall be distributed to the holders of F3 Options, and, as a result, all fractional amounts arising under the Arrangement shall be rounded down to the next whole number without any compensation therefor. Any F4 Shares not distributed as a result of so rounding down shall be cancelled by F4.

The effect of the Arrangement can be summarized by the following diagrams:

Structure immediately prior to the Arrangement:

Structure following completion of the Arrangement:

AUTHORITY OF THE BOARD

By passing the Arrangement Resolution, the Shareholders will also be giving authority to the Board to use its judgment to proceed with and cause F3 to complete the Arrangement or to abandon the Arrangement without any requirement to seek or obtain any further approval of the Shareholders.

The Arrangement Resolution also provides that the terms of the Plan of Arrangement may be amended by the Board before or after the Meeting without further notice to Shareholders, unless directed by the Court. Although the Board has no current intention to amend the terms of the Plan of Arrangement, it is possible that the Board may determine that certain amendments are appropriate, necessary or desirable.

CONDITIONS TO THE ARRANGEMENT

The Arrangement Agreement provides that the consummation of the Arrangement will be subject to the fulfilment or waiver of certain conditions, including the following:

If any of the conditions set forth in the Arrangement Agreement are not fulfilled or performed, on or prior to the Effective Time, F3 may terminate the Arrangement Agreement or waive, in its discretion, the applicable condition in whole or in part. As soon as practicable after the fulfilment (or waiver) of the conditions contained in the Arrangement Agreement, the Board intends to cause a copy of the Final Order and the Articles of Arrangement to be filed with the Director under the CBCA, together with such other material as may be required by the Director in order that the Arrangement will become effective.

Management of F3 expects that any material consents, orders and approvals required for the completion of the Arrangement will be obtained prior to the Effective Date in the ordinary course upon application therefor.

COURT APPROVAL OF THE ARRANGEMENT

The Arrangement requires the approval of the Court under the CBCA. Prior to mailing this Circular, F3 obtained the Interim Order authorizing the calling and holding of the Meeting and providing for certain other procedural matters. The Interim Order is attached as Schedule “E”. The Notice of Hearing of Petition in respect of the Final Order is attached as Schedule “F”.

If the Shareholders approve the Arrangement Resolution at the Meeting, F3 intends to make an application to the Court for the Final Order on August 13, 2024 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard at the Court house at 800 Smithe Street, Vancouver, British Columbia or at any other date and time as the Court may direct. At the hearing, any Shareholder or other interested party who wishes to participate or be represented or present arguments or evidence must file and serve a response to petition no later than 4:00 p.m. (Vancouver time) on August 9, 2024 along with any other documents required, all as set out in the Interim Order and Notice of Hearing of Petition, copies of which are attached as Schedule “E” and “F”, respectively, and satisfy any other requirement of the Court.

The Court has broad discretion under the CBCA when making orders in respect of arrangements, and the Court may approve the Arrangement as proposed or as amended in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks appropriate. The Court, in hearing the application for the Final Order, will consider, among other things, the procedural and substantive fairness of the terms and conditions of the Arrangement to Shareholders. The Court will be advised prior to the hearing for the Final Order that if the terms and conditions of the Arrangement are approved by the Court, such approval will be relied upon in seeking an exemption from the registration requirements of the 1933 Act, pursuant to Section 3(a)(10) thereof, with respect to the offer and sale of the securities to be issued or distributed pursuant to the Arrangement.

For further information regarding the Court hearing and your rights in connection with the Court hearing, see the Notice of Hearing of Petition attached as Schedule “F” to this Circular. The Notice of Hearing of Petition constitutes notice of the Court hearing of the application for the Final Order and is your only notice of the Court hearing.

SHAREHOLDER APPROVAL OF THE ARRANGEMENT

Subject to any further order(s) of the Court, the Arrangement must be approved by at least 66⅔% of the votes cast by Shareholders present, in person or by proxy, and entitled to vote at the Meeting. The Arrangement is not subject to the minority approval requirements of MI 61-101.

In the absence of any instruction to the contrary, the F3 Shares represented by proxies appointing the management designees named in the form of proxy will be voted in favour of the Arrangement Resolution.

PROPOSED TIMETABLE FOR THE ARRANGEMENT

The anticipated timetable for the completion of the Arrangement and the key dates proposed are as follows:

Notice of the actual Effective Date will be made through one or more news releases issued by F3. The Board will determine and Effective Date upon satisfaction or waiver of the conditions to the Arrangement.

DISTRIBUTION OF SHARE CERTIFICATES

Concurrently with the mailing of the Circular, F3 will mail the Letter of Transmittal to Registered Shareholders, which will be used to exchange their certificates representing F3 Shares for share certificates representing the New F3 Shares and certificate representing the F4 Shares.

Upon the Arrangement becoming effective and surrender to the Depositary for cancellation of a certificate or other entitlement which immediately prior to the Effective Time represented outstanding F3 Shares together with a Letter of Transmittal which has been completed and signed in the manner required thereby in respect of such certificate and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate will be entitled to receive in exchange therefor, and the Depositary will deliver to such holder, certificates or a DRS Advice representing that number (rounded down to the nearest whole number) of F3 Shares and F4 Shares that such holder has the right to receive pursuant to the Plan of Arrangement and the surrendered certificate will be cancelled. A Letter of Transmittal accompanies this Circular.

Until exchanged, each certificate representing F3 Shares will, after the Effective Time, represent only the right to receive, upon surrender, certificates representing the requisite numbers of New F3 Shares and F4 Shares. Shareholders will not receive any fractional F4 Shares.

Any fractional F4 Shares will be rounded down to the nearest whole number and Shareholders will not receive any compensation in lieu thereof.

CANCELLATION OF RIGHTS AFTER SIX YEARS

Any certificate which immediately prior to the Effective Time represented F3 Shares and which has not been surrendered with all other documents required by the Depositary, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in either F3 or F4. Accordingly, persons who tender certificates for F3 Shares after the sixth anniversary of the Effective Date will not receive New F3 Shares or F4 Shares, will not own any interest in F3 or F4 and will not be paid any cash or other compensation in lieu thereof.

EXPENSES OF THE ARRANGEMENT

The costs relating to the Arrangement, including, without limitation, financial advisory, accounting and legal fees, will be borne by F3.

RISK FACTORS RELATING TO THE ARRANGEMENT

The following risk factors should be considered by Shareholders in evaluating whether to approve the Arrangement. These risk factors should be considered in conjunction with the other information included in this Circular and the risk factors disclosed under the heading “Risk Factors” in Schedules “H” and “N”.

Termination of the Arrangement Agreement or Failure to Obtain Required Approvals

Each of F3 and F4 has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can F3 provide any assurance, that the Arrangement Agreement will not be terminated before the completion of the Arrangement. In addition, the completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of F3, including Shareholders approving the Arrangement and required regulatory approvals, including of the Court, being obtained. There is no certainty, nor can F3 provide any assurance, that these conditions will be satisfied. If for any reason the Arrangement is not completed, the market price of F3 Shares may be adversely affected and Shareholders will lose the prospective benefits of the Arrangement. Moreover, if the Arrangement Agreement is terminated, there is no assurance that F3 will pursue or be able to complete an alternative transaction to spin-out the F4 Properties, and Shareholders will continue to be subject to the risk factors of both F3 and F4 as disclosed in this Circular.

F4 has Limited Financial Resources

F4 presently does not have sufficient financial resources to undertake all of its currently planned activities beyond completion of the Arrangement. In the event that the Arrangement is completed, F4 will need to obtain further financing, whether through debt financing, equity financing or other means. There can be no assurance that F4 will be able to raise the balance of the financing required or that such financing can be obtained without substantial dilution to its shareholders. Failure to obtain additional financing on a timely basis could cause F4 to reduce or terminate its operations.

F4 Shares Will Not Be “Qualified Investments”

The F4 Shares distributed to Shareholders pursuant to the Arrangement will not qualify as “qualified investments” under the Tax Act for Registered Plans unless, on or before F4’s filing due date for its first taxation year, the F4 Shares are listed on a “designated stock exchange” as defined in the Tax Act (or F4 otherwise satisfies the conditions to be a “public corporation” for purposes of the Tax Act) and F4 validly elects to be a “public corporation” for purposes of the Tax Act from the commencement of its first taxation year. No assurance can be given as to whether F4 will qualify as a “public corporation”.

Where a Registered Plan acquires a F4 Share in circumstances where the F4 Shares are not a qualified investment under the Tax Act for the Registered Plan, adverse tax consequences may arise for the Registered Plan and the holder, annuitant or subscriber under the Registered Plan, including that the Registered Plan or the controlling individual of the Registered Plan may become subject to penalty taxes.

See “Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment – New F3 Shares and F4 Shares”.

Income Tax

The Arrangement may give rise to adverse tax consequences to Shareholders, and each Shareholder is urged to consult with his, her or its own tax advisor. See “Material Income Tax Considerations”.

Costs of the Arrangement

There are certain costs related to the Arrangement, such as legal and accounting fees incurred, that must be paid even if the Arrangement is not completed.

Exercise of Dissent Rights

Registered Shareholders have the right to exercise Dissent Rights and demand payment equal to the fair value of their F3 Shares in cash. If Dissent Rights are exercised in respect of a significant number of F3 Shares, a substantial cash payment may be required to be made to such Shareholders, which could have an adverse effect on F3’s financial condition and cash resources. F3 may elect, in its sole discretion, not to complete the Arrangement if a significant number of Shareholders exercise Dissent Rights.

F3 will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the AIF which is available under the Corporation’s profile on SEDAR+ at www.sedarplus.ca.

DISSENT RIGHTS

The following is a summary of the provisions of the CBCA relating to a Shareholder’s dissent and appraisal rights in respect of the Arrangement Resolution. Such summary is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its F3 Shares and is qualified in its entirety by reference to the full text of section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order (the “Dissent Rights”).

The statutory provisions dealing with the right of dissent are technical and complex. Any Dissenting Shareholders should seek independent legal advice, as failure to comply strictly with the provisions of section 190 of the CBCA, which is attached to this Circular as Schedule “G”, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss of all Dissent Rights.

The Interim Order expressly provides Registered Shareholders as of the Record Date with the right to dissent with respect to the Arrangement Resolution. Each Dissenting Shareholder is entitled to be paid the fair value (determined as of the close of business on the day before the Effective Date of all but not less than all, of the holder’s F3 Shares), provided that the holder duly and validly dissents to the Arrangement Resolution and the Arrangement becomes effective.

In many cases, F3 Shares beneficially owned by a holder are registered either (a) in the name of an Intermediary that the Non-Registered Shareholder deals within respect of such shares, such as, among others, banks, trust companies, securities brokers, trustees and other similar entities, or (b) in the name of a depositary, such as CDS & Co., of which the Intermediary is a participant. Accordingly, a Non-Registered Shareholder will not be entitled to exercise his, her or its rights of dissent directly (unless the F3 Shares are re-registered in the Non-Registered Shareholder’s name).

With respect to F3 Shares in connection to the Arrangement, pursuant to the Interim Order, a Registered Shareholder as of the Record Date may exercise rights of dissent under section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, provided that, notwithstanding section 190(5) of the CBCA, the written objection to the Arrangement Resolution (the “Notice of Dissent”) must be received by F3 c/o Blake, Cassels & Graydon LLP, 1133 Melville Street, Suite 3500, The Stack, Vancouver, British Columbia, V6E 4E5, Attention: Alexandra Luchenko, by not later than 10:00 a.m. (Vancouver time) on August 6, 2024, or two Business Days prior to any adjournment or postponement of the Meeting.

To exercise Dissent Rights, a Shareholder must dissent with respect to all F3 Shares of which it is the registered and beneficial owner. A Registered Shareholder who wishes to dissent must deliver the Notice of Dissent to F3 as set forth above and such Notice of Dissent must strictly comply with the requirements of section 190(5) of the CBCA as modified by the Plan of Arrangement, the Interim Order and the Final Order. Any failure by a Shareholder to strictly comply with the provisions of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss of that holder’s Dissent Rights. Non-Registered Shareholders who wish to exercise Dissent Rights must cause each Registered Shareholder holding their F3 Shares to deliver the Notice of Dissent, or, alternatively, make arrangements to become a Registered Shareholder.

To exercise Dissent Rights, a Registered Shareholder must prepare a separate Notice of Dissent for himself, herself or itself, if dissenting on his, her or its own behalf, and for each other Non-Registered Shareholder who beneficially owns F3 Shares registered in the Shareholder’s name and on whose behalf the Shareholder is dissenting; and must dissent with respect to all of the F3 Shares registered in his, her or its name or if dissenting on behalf of a Non-Registered Shareholder, with respect to all of the F3 Shares registered in his, her or its name and beneficially owned by the Non-Registered Shareholder on whose behalf the Shareholder is dissenting. The Notice of Dissent must set out the number of F3 Shares in respect of which the Dissent Rights are being exercised (the “Notice Shares”) and: (a) if such F3 Shares constitute all of the F3 Shares of which the Shareholder is the registered and beneficial owner and the Shareholder owns no other F3 Shares beneficially, a statement to that effect; (b) if such F3 Shares constitute all of the F3 Shares of which the Shareholder is both the registered and beneficial owner, but the Shareholder owns additional F3 Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number of F3 Shares held by each such Registered Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other F3 Shares; or (c) if the Dissent Rights are being exercised by a Registered Shareholder who is not the beneficial owner of such F3 Shares, a statement to that effect and the name of the Non-Registered Shareholder and a statement that the Registered Shareholder is dissenting with respect to all F3 Shares of the Non-Registered Shareholder registered in such registered holder’s name.

Dissenting Shareholders who:

If a Dissenting Shareholder is ultimately entitled to be paid for their Dissent Shares, such Dissenting Shareholder may enter into an agreement for the fair value of such Dissent Shares. If such Dissenting Shareholder does not reach an agreement, such Dissenting Shareholder, or F3, may apply to the Court, and the Court may determine the payout value of the Dissent Shares and make consequential orders and give directions as the Court considers appropriate. There is no obligation on F3 to make an application to the Court. The Dissenting Shareholder will be entitled to receive the fair value that the F3 Shares had as of the close of business on the day before the Effective Date. After a determination of the fair value of the Dissent Shares, F3 must then promptly pay that amount to the Dissenting Shareholder.

In no case will F3, the Depositary or any other person be required to recognize Dissenting Shareholders as registered or beneficial holders of F3 Shares after the Effective Time or any interest therein (except for the Dissent Rights), and the names of such Dissenting Shareholders will be deleted from the central securities register as Shareholders at the Effective Time.

In no circumstances will F3 or any other person be required to recognize a person as a Dissenting Shareholder: (i) unless such person is the holder of the F3 Shares in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time; (ii) if such person has voted or instructed a proxy holder to vote such Notice Shares in favour of the Arrangement Resolution; or (iii) unless such person has strictly complied with the procedures for exercising Dissent Rights set out in section 190 of the CBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order and does not withdraw such Notice of Dissent prior to the Effective Time.

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Shareholder if, before full payment is made for the Notice Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolution, or the Dissenting Shareholder withdraws the Notice of Dissent with F3’s written consent. If any of these events occur, F3 must return the share certificates or DRS statements representing the F3 Shares to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise its rights as a Shareholder.

If you dissent, there can be no assurance that the amount you receive as fair value for your F3 Shares will be more than or equal to the consideration under the Arrangement.

Each Shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with the provisions of the Plan of Arrangement, the Interim Order and section 190 of the CBCA, which are attached to this Circular as Exhibit “I” to Schedule “D” and Schedules “E” and “G”, respectively, and seek his, her or its own legal advice.

The Arrangement Agreement provides that, unless otherwise waived, it is a condition to the obligations of F3 and F4 to complete the Arrangement that, on or before the Effective Date, holders of not more than an aggregate of 5% of the issued and outstanding F3 Shares shall have exercised Dissent Rights. If the number of outstanding F3 Shares in respect of which Dissent Rights have been exercised exceeds 5%, the Arrangement will not proceed unless F3 waives such condition.

The above is only a summary of the requirements to exercise Dissent Rights, which are technical and complex. If you are a Registered Shareholder and wish to exercise your Dissent Rights, you should seek your own legal advice as failure to strictly comply with the requirements set forth in section 190 of the CBCA, as modified by the Interim Order, the Plan of Arrangement and the Final Order, will result in the loss of your Dissent Rights. For a general summary of certain Canadian income tax implications to a Dissenting Shareholder, see “Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Resident Holders” and “Material Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Non-Resident Holders”.

CERTAIN SECURITIES LAW MATTERS

The following discussion is only a general overview of certain requirements of Canadian and U.S. securities laws applicable to trades in securities of F3 or F4. All holders of securities are urged to consult with their own legal counsel to ensure that any resale of their securities of F3 or F4 complies with applicable securities legislation.

CANADIAN SECURITIES LAWS

F3 is a reporting issuer in the following jurisdictions in Canada: British Columbia and Alberta. The F3 Shares currently trade on the TSX-V in Canada and the OTCQX Market in the U.S. There are no immediate plans to apply for listing of the F4 Shares on any stock exchange.

The distribution of the F4 Shares pursuant to the Arrangement will constitute a distribution of securities which is exempt from prospectus requirements of Canadian securities legislation. With certain exceptions, the F4 Shares may generally be resold in each of the provinces of Canada provided the trade is not a “control distribution” as defined in National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators, no unusual effort is made to prepare the market or create a demand for those securities, no extraordinary commission or consideration is paid to a person or company in respect of the trade and, if the selling security holder is an insider or officer of F4, the insider or officer has no reasonable grounds to believe that F4 is in default of securities legislation.

U.S. SECURITIES LAWS

The securities issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement will not be registered under the 1933 Act or the securities laws of any state of the United States, and will be distributed in reliance upon the exemption from registration under the 1933 Act provided by Section 3(a)(10) thereof and available exemptions from applicable state registration requirements. Section 3(a)(10) of the 1933 Act provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the procedural and substantive fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear. The Court is authorized to conduct a hearing at which the procedural and substantive fairness of the terms and conditions of the Arrangement will be considered. F3 expects the Court to issue the Interim Order on June 28, 2024 and, subject to the approval of the Arrangement by the Shareholders at the Meeting, it is expected that a hearing on the Arrangement will be held on August 13, 2024 at 9:45 a.m. (Vancouver time), or as soon thereafter as counsel may be heard, at the Law Courts, 800 Smithe Street, Vancouver, British Columbia. All Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs are entitled to appear and be heard at this hearing. The Final Order will constitute a basis for the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof with respect to the securities to be issued pursuant to the Arrangement. Prior to the hearing on the Final Order, the Court will be informed of this effect of the Final Order.

The securities issued or deemed to be issued to Shareholders pursuant to the Arrangement will be freely tradable under the 1933 Act, except by persons who are “affiliates” of F3 or F4 after the Arrangement or were affiliates of F3 or F4 within 90 days prior to completion of the Arrangement. Persons who may be deemed to be “affiliates” of an issuer include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer.

Any resale of such securities by such an affiliate (or, if applicable, former affiliate) may be subject to the registration requirements of the 1933 Act, absent an exemption therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell such securities outside the United States without registration under the 1933 Act pursuant to and in accordance with Regulation S under the 1933 Act. Such securities may also be resold in transactions completed in accordance with Rule 144 under the 1933 Act, if available.

Holders of F3 Options, F3 RSUs and F3 Warrants are advised that the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) thereof for the issuance of F3 Replacement Options, F4 Options, New F3 RSUs and F4 RSUs in exchange for F3 Options and F3 RSUs, and the deemed amendment of the F3 Warrants, does not exempt the issuance of securities upon the exercise or vesting of such F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants. Therefore, the underlying F3 Shares and F4 Shares issuable upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs or F3 Warrants, if any, cannot be issued in the United States or to a person in the United States in reliance upon such exemption and can only be issued pursuant to an effective registration statement or pursuant to a then-available exemption from the registration requirements of the 1933 Act and applicable state securities laws, if any. F3 Shares and F4 Shares issued upon the exercise or vesting of F3 Replacement Options, F4 Options, New F3 RSUs, F4 RSUs and F3 Warrants outside the United States may be resold without registration under the 1933 Act, including through sales on the TSX- V if then available, in accordance with Regulation S under the 1933 Act.

The foregoing discussion is only a general overview of certain requirements of the 1933 Act applicable to the resale of the securities issued or deemed to be issued to Shareholders and holders of F3 Options, F3 Warrants and F3 RSUs pursuant to the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

MATERIAL INCOME TAX CONSIDERATIONS

THE TAX CONSEQUENCES OF THE ARRANGEMENT MAY VARY DEPENDING UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER AND OTHER FACTORS. ACCORDINGLY, SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE ARRANGEMENT.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summarizes certain Canadian federal income tax considerations under the Tax Act generally applicable to Shareholders in respect of the disposition of F3 Shares pursuant to the Arrangement, and the acquisition, holding, and disposition of New F3 Shares and F4 Shares acquired pursuant to the Arrangement.

Comment is restricted to Shareholders who, for purposes of the Tax Act, (i) hold their F3 Shares, and will hold their F3 Class A Shares, New F3 Shares and F4 Shares, solely as capital property, and (ii) deal at arm’s length with and are not affiliated with the Corporation or F4 (each such Shareholder, a “Holder”).

Generally, F3 Shares, F3 Class A Shares, New F3 Shares and F4 Shares will be considered to be capital property to a Holder thereof provided that the Holder does not use or hold (and will not use or hold) the F3 Shares, F3 Class A Shares, New F3 Shares or F4 Shares, as the case may be, in the course of carrying on a business of trading or dealing in securities and such Holder has not acquired such shares in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a Holder that:

All such Holders should consult their own tax advisors with respect to the consequences of the Arrangement.

Additional considerations, not discussed herein, may be applicable to a Holder that is a corporation resident in Canada or a corporation that does not deal at arm’s length, for purposes of the Tax Act, with a corporation resident in Canada, and is, or becomes as part of a transaction or event or series of transactions or events, controlled by a non-resident person, or a group of non-resident persons not dealing with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Holders should consult their tax advisors.

In addition, this summary does not address the income tax considerations to holders of F3 Options and F3 Warrants.

The summary assumes that (i) the redesignation of F3 Shares as F3 Class A Shares and the amendment of the terms of such shares to increase the number of votes that may be cast, as contemplated by the Plan of Arrangement, will not, in and of itself, result in Holders being deemed to have disposed of their F3 Shares for the purposes of the Tax Act (for purposes of this summary, F3 Class A Shares are hereafter included in any reference to “F3 Shares”), and (ii) the Share Exchange (as described below) will be considered to occur “in the course of a reorganization of capital” of F3 such that section 86 of the Tax Act will apply in respect of the Share Exchange. No tax ruling or legal opinion has been sought or obtained in this regard, or with respect to any of the assumptions made throughout this summary of Certain Canadian Federal Income Tax Considerations, and the summary below is qualified accordingly.

This summary is based on the current provisions of the Tax Act and the regulations thereunder (the “Regulations”) as of the date hereof, and our understanding of the administrative policies and assessing practices of the CRA published in writing by the CRA prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and Regulations (the “Proposed Amendments”) which have been publicly and officially announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof. It is assumed that the Proposed Amendments will be enacted as currently proposed and does not take into account or anticipate any other changes in law, whether by legislative, governmental, or judicial action or decision or change in administrative policies or assessing practices of CRA, nor does it take into account provincial, territorial or foreign income tax considerations, which may differ materially from the Canadian federal income tax considerations discussed below. No assurances can be given that the Proposed Amendments will be enacted as proposed or at all, or that legislative, judicial or administrative changes will not modify or change the statements expressed herein.

This summary is not exhaustive of all possible Canadian federal income tax considerations applicable to the Arrangement. This summary is of a general nature only and is not and should not be construed as legal or tax advice to any particular person (including a Holder as defined above) and no representations concerning the tax consequences to any particular Holder are made. The tax consequences of the Arrangement will vary according to the Holder’s particular circumstances. Holders should consult their own income tax advisors with respect to the tax consequences of the Arrangement applicable to them based on their own particular circumstances, including the application and effect of the income and other tax laws of any country, province or other jurisdiction that may be applicable to the Holder. This summary does not address any tax considerations applicable to persons other than Holders and such persons should consult their own tax advisors regarding the consequences of the Arrangement under the Tax Act and any jurisdiction in which they may be subject to tax.

CURRENCY

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of F3 Shares, New F3 Shares or F4 Shares (including dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars based on the exchange rates as determined in accordance with the Tax Act.

HOLDERS RESIDENT IN CANADA

This portion of this summary applies only to Holders who are or are deemed to be resident in Canada at all relevant times for the purposes of the Tax Act and any applicable income tax treaty or convention (each, a “Resident Holder”).

A Resident Holder whose F3 Shares, New F3 Shares or F4 Shares might not otherwise qualify as capital property may be entitled to make an irrevocable election permitted by subsection 39(4) of the Tax Act to deem such shares, and every other “Canadian security” (as defined in the Tax Act), held by such person, in the taxation year of the election and each subsequent taxation year to be capital property. Resident Holders should consult their own tax advisors for advice as to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

Exchange of F3 Shares for New F3 Shares and F4 Shares

A Resident Holder who exchanges F3 Shares for New F3 Shares and F4 Shares pursuant to the Arrangement (the “Share Exchange”) will be deemed to have received a taxable dividend equal to the amount, if any, by which the fair market value of the F4 Shares distributed to the Resident Holder pursuant to the Share Exchange at the time of the Share Exchange exceeds the “paid-up capital” (as defined in the Tax Act) (“PUC”) of the Resident Holder’s F3 Shares determined at that time. Any such taxable dividend will be taxable as described below under “Holders Resident in Canada ‒ Taxation of Dividends – F3 Shares, New F3 Shares and F4 Shares”. However, the Corporation expects that the fair market value of all F4 Shares distributed pursuant to the Share Exchange under the Arrangement will not exceed the PUC of the F3 Shares. Accordingly, the Corporation does not expect that any Resident Holder will be deemed to receive a taxable dividend on the Share Exchange.

A Resident Holder who exchanges F3 Shares for New F3 Shares and F4 Shares on the Share Exchange will realize a capital gain equal to the amount, if any, by which the fair market value of those F4 Shares at the effective time of the Share Exchange, less the amount of any taxable dividend deemed to be received by the Resident Holder as described in the preceding paragraph, exceeds the “adjusted cost base” (as defined in the Tax Act) (“ACB”) of the Resident Holder’s F3 Shares determined immediately before the Share Exchange. Any capital gain so realized will be taxable as described below under “Holders Resident in Canada ‒ Taxation of Capital Gains and Capital Losses”.

The Resident Holder will acquire the F4 Shares received on the Share Exchange at a cost equal to their fair market value as at the effective time of the Share Exchange, and the New F3 Shares received on the Share Exchange at a cost equal to the amount, if any, by which the ACB of the Resident Holder’s F3 Shares immediately before the Share Exchange exceeds the fair market value of the F4 Shares as at the effective time of the Share Exchange.

Disposition of New F3 Shares or F4 Shares after the Arrangement

A Resident Holder who disposes or is deemed to dispose of a New F3 Share or F4 Share generally will realize a capital gain (or capital loss) equal to the amount, if any, by which the proceeds of disposition therefor exceed (or are exceeded by) the ACB to the Resident Holder of the share immediately before the disposition or deemed disposition and any reasonable expenses incurred for the purpose of making the disposition. The ACB to a Resident Holder of a share will be determined by averaging the cost of that share with the ACB (determined immediately before the acquisition of the share) of all other shares of the same class held as capital property at that time by the Resident Holder. The tax treatment of capital gains and capital losses is discussed in greater detail below under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

Taxation of Dividends – F3 Shares, New F3 Shares and F4 Shares

Dividends received or deemed to be received on F3 Shares, New F3 Shares or F4 Shares in the taxation year of a Resident Holder will be included in computing a Resident Holder’s income for such year. In the case of a Resident Holder who is an individual (including certain trusts), dividends (including deemed dividends) received on the F3 Shares, New F3 Shares or F4 Shares will be included in the Resident Holder’s income and be subject to the gross-up and dividend tax credit rules applicable to “taxable dividends” received by an individual (including certain trusts) from “taxable Canadian corporations”, including the enhanced gross-up and dividend tax credit for “eligible dividends” (each as defined in the Tax Act) properly designated as such by the Corporation or F4. There may be limitations on the ability of the Corporation and F4 to designate dividends as eligible dividends and neither the Corporation nor F4 has made commitments in this regard.

In the case of a Resident Holder that is a corporation, such dividends (including deemed dividends) received on the F3 Shares, New F3 Shares or F4 Shares will be included in the Resident Holder’s income for the taxation year and will generally be deductible in computing such Resident Holder’s taxable income for the taxation year, subject to all restrictions under the Tax Act. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received (or deemed to be received) by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a “private corporation” or “subject corporation” (as such terms are defined in the Tax Act) may be liable to pay a tax (refundable in certain circumstances) under Part IV of the Tax Act on dividends received or deemed to be received on the F3 Shares, New F3 Shares or F4 Shares to the extent that such dividends are deductible in computing the Resident Holder’s taxable income for the taxation year. A “subject corporation” is generally a corporation (other than a private corporation) resident in Canada and controlled directly or indirectly by or for the benefit of an individual (other than a trust) or a related group of individuals (other than trusts).

A Resident Holder that is, throughout the relevant taxation year, a “Canadian controlled private corporation” (as defined in the Tax Act) or, at any time in a relevant taxation year, a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income”, which is defined in the Tax Act to include an amount in respect of dividends or deemed dividends that are not deductible in computing the Resident Holder’s taxable income for the taxation year.

Taxation of Capital Gains and Capital Losses

A Resident Holder who realizes a capital gain or capital loss in a taxation year on the actual or deemed disposition of a share, including a F3 Share, New F3 Share or F4 Share, generally will be required to include one half of any such capital gain (a “taxable capital gain”) in income for the year, and entitled to deduct one half of any such capital loss (an “allowable capital loss”) against taxable capital gains realized in the year and, to the extent not so deductible, in any of the three preceding taxation years or any subsequent taxation year, to the extent and in the circumstances specified in the Tax Act. Proposed Amendments released on June 10, 2024 (the “Capital Gains Proposals”) would increase a Resident Holder’s capital gains inclusion rate for a taxation year ending after June 24, 2024 from one-half to two-thirds, subject to a transitional rule applicable for a Resident Holder’s 2024 taxation year that would reduce the capital gains inclusion rate for that taxation year to, in effect, be one-half for net capital gains realized before June 25, 2024. The Capital Gains Proposals also include provisions that would, generally, offset the increase in the capital gains inclusion rate for up to $250,000 of capital gains realized by a Resident Holder who is an individual in a year, calculated net of any capital losses incurred in the year (or the portion of the year ending after June 24, 2024 in the case of the 2024 taxation year), and which are not offset by net capital losses from other years which are deducted against taxable capital gains in the year. If the Capital Gains Proposals are enacted as proposed, capital losses realized prior to June 25, 2024 which are deductible against capital gains included in income for the 2024 or subsequent taxation years will offset an equivalent capital gain regardless of the inclusion rate which applied at the time such capital losses were realized.

The amount of any capital loss realized by a Resident Holder that is a corporation may be reduced by the amount of dividends received or deemed to have been received by it on the share (or on a share substituted therefor) to the extent and in the circumstances described in the Tax Act. Similar rules may apply where the corporation is a member or beneficiary of a partnership or trust that held the share, or where a partnership or trust of which the corporation is a member or beneficiary is itself a member of a partnership or a beneficiary of a trust that held the share. Affected Resident Holders should consult their own tax advisors in this regard.

A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the Tax Act) throughout the relevant taxation year or, at any time in a relevant taxation year, a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act), which is defined to include an amount in respect of taxable capital gains.

Minimum Tax on Individuals

Capital gains realized and taxable dividends received (or deemed to be received) by a Resident Holder who is an individual or a trust, other than certain specified trusts, may give rise to minimum tax under the Tax Act. Resident Holders should consult their own advisors with respect to the application of minimum tax.

Dissenting Resident Holders

A Resident Holder who validly exercises Dissent Rights (a “Dissenting Resident Holder”) and who consequently transfers or is deemed to transfer F3 Shares to F3 for payment by the Corporation will be deemed to receive a taxable dividend in the taxation year of payment equal to the amount, if any, by which the payment (excluding interest) exceeds the PUC of the Dissenting Resident Holder’s F3 Shares determined immediately before the Arrangement. Any such taxable dividend will be taxable as described above under “Holders Resident in Canada – Taxation of Dividends – F3 Shares, New F3 Shares and F4 Shares”. The Dissenting Resident Holder will also realize a capital gain (or capital loss) equal to the amount, if any, by which the payment (excluding interest), less any such deemed taxable dividend, exceeds (or is exceeded by) the ACB of the Dissenting Resident Holder’s F3 Shares determined immediately before the Arrangement. The tax treatment of such capital gain or capital loss is discussed above under “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

The Dissenting Resident Holder will be required to include any portion of the payment that is on account of interest in income in the year received.

Eligibility for Investment – New F3 Shares and F4 Shares

Subject to the provisions of any particular plan, based on the provisions of the Tax Act and Regulations in force as of the date hereof, the New F3 Shares, if issued on the date hereof, would be at the time of acquisition “qualified investments” under the Tax Act for a trust governed by an RRSP, RRIF, TFSA, RESP, FHSA or RDSP (each a “Registered Plan”) or a deferred profit sharing plan, provided that at the time of acquisition the New F3 Shares are listed on a “designated stock exchange” for the purposes of the Tax Act (which currently includes the TSX-V) or the Corporation is otherwise a “public corporation” (other than a “mortgage investment corporation”) within the meaning of the Tax Act.

A F4 Share will not be a qualified investment for a Registered Plan from the date of issuance unless the F4 Shares are listed on a “designated stock exchange” as defined in the Tax Act on or before its filing due date for its first taxation year and F4 validly elects to be a “public corporation” for purposes of the Tax Act from the commencement of its first taxation year. There can be no assurance as to if, or when, the F4 Shares will be listed or traded on any stock exchange and, therefore, no assurance F4 will be able to make the election to be a public corporation. Should the F4 Shares be distributed to or otherwise acquired by a Registered Plan other than as “qualified investments”, adverse tax consequences not described in this summary should be expected to arise for the Registered Plan and the annuitant, holder, or subscriber thereunder. Resident Holders that hold F3 Shares and will or may hold F4 Shares within a Registered Plan should consult with their own tax advisors in this regard.

Notwithstanding that the New F3 Shares and/or F4 Shares may be qualified investments at a particular time, the holder, annuitant or subscriber, as applicable, of a Registered Plan will be subject to a penalty tax in respect of a New F3 Share or a F4 Share held in the Registered Plan if the share is a “prohibited investment” under the Tax Act. A New F3 Share generally will not be a prohibited investment for a Registered Plan of a holder, annuitant or subscriber thereof, as applicable, provided that (i) the holder, annuitant or subscriber of the account does not have a “significant interest” within the meaning of the Tax Act in F3 or F4, as applicable, and (ii) the holder, annuitant or subscriber deals at arm’s length with F3 or F4, as applicable, for the purposes of the Tax Act. In addition, the New F3 Shares or F4 Shares, as applicable, will not be a prohibited investment if such securities are “excluded property” as defined in the Tax Act, for the purposes of the prohibited investment rules, for a Registered Plan. Shareholders should consult their own tax advisers to ensure that the New F3 Shares and F4 Shares would not be a prohibited investment for a trust governed by a Registered Plan in their particular circumstances.

HOLDERS NOT RESIDENT IN CANADA

This portion of this summary is generally applicable to a Holder who, for purposes of the Tax Act and any applicable tax treaty or convention and at all relevant times, is not resident or deemed to be a resident of Canada and does not use or hold, is not deemed to use or hold and will not use or hold, F3 Shares, New F3 Shares, or F4 Shares in connection with a business carried on in Canada (each, a “Non-Resident Holder”).

Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer carrying on business in Canada and elsewhere, or an “authorized foreign bank” as defined in the Tax Act. Such Non-Resident Holders should consult their own tax advisers with respect to the Arrangement.

Exchange of F3 Shares for New F3 Shares and F4 Shares

The discussion of the tax consequences of the Share Exchange for Resident Holders under the heading “Holders Resident in Canada ‒ Exchange of F3 Shares for New F3 Shares and F4 Shares” generally will also apply to Non-Resident Holders in respect of the Share Exchange. The general taxation rules applicable to Non-Resident Holders in respect of a deemed taxable dividend or capital gain arising on the Share Exchange are discussed below under the headings “Holders Not Resident in Canada – Taxation of Dividends –F3 Shares, New F3 Shares and F4 Shares” and “Holders Not Resident in Canada – Taxation of Capital Gains and Capital Losses” respectively.

Taxation of Dividends –F3 Shares, New F3 Shares and F4 Shares

A Non-Resident Holder to whom the Corporation or F4 pays or credits (or is deemed to pay or credit) an amount as a dividend in respect of the Arrangement (if at all), or otherwise in respect of the Non-Resident Holder’s F3 Shares, New F3 Shares or F4 Shares, will be subject to Canadian withholding tax equal to 25% (or such lower rate as may be available under an applicable income tax convention, if any) of the gross amount of the dividend. In general, in the case of a Non-Resident Holder who is a resident of the United States for the purposes of the Canada-US Tax Act Convention (1980), as amended (the “Treaty”), who is the beneficial owner of the dividend, and who qualifies for full benefits of the Treaty (a “US Holder”), the rate of such withholding tax will be reduced to 15% of the gross amount of the dividend. This rate will be further reduced to 5% of the gross amount of the dividend if the US Holder is also a corporation that owns, directly or indirectly, at least 10% of the voting stock of dividend payor.

Taxation of Capital Gains and Capital Losses

A Non-Resident Holder will not be subject to Canadian federal income tax in respect of any capital gain arising on an actual or deemed disposition of a F3 Share, New F3 Share or F4 Share unless, at the time of disposition, the share is “taxable Canadian property” (as defined in the Tax Act) of the Non-Resident Holder and is not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition.

Generally, as long as a F3 Share, New F3 Share or F4 Share, as applicable, of the Non-Resident Holder is listed on a “designated stock exchange” as defined in the Tax Act (which includes the TSX-V), such share will not constitute taxable Canadian property of the Non-Resident Holder at that time unless, at any time during the 60 month period immediately preceding the disposition or deemed disposition of the share the following two conditions are met concurrently:

Notwithstanding the foregoing, a share may also be deemed to be taxable Canadian property to a Non- Resident Holder in certain other circumstances under the Tax Act.

Further, a F4 Share of a Non-Resident Holder will not be taxable Canadian property of the Non-Resident Holder at any time at which the share is not listed on a “designated stock exchange” unless, at any time during the 60 months immediately preceding the disposition of the share, the F4 Share derived more than 50% of its fair market value directly or indirectly from, or from any combination of, real or immovable property situated in Canada, “Canadian resource properties”, “timber resource properties” (as those terms are defined in the Tax Act), or options in respect of, interests in, or, for civil law, rights in, any such property (whether or not such property exists).

A Non-Resident Holder’s capital gain (or capital loss) in respect of a F3 Share, New F3 Share or F4 Share that constitutes or is deemed to constitute taxable Canadian property of a Non-Resident Holder (and is not “treaty-protected property” as defined in the Tax Act) will generally be computed in the manner described under the subheadings “Holders Resident in Canada – Exchange of F3 Shares for New F3 Shares and F4 Shares”, “Holders Resident in Canada – Disposition of New F3 Shares and F4 Shares after the Arrangement” and “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses”.

Non-Resident Holders who may hold shares as “taxable Canadian property” should consult their own tax advisors in this regard, including with respect to the potential Canadian income tax filing requirements of owning and disposing of such shares.

Dissenting Non-Resident Holders

The discussion above applicable to Resident Holders under the heading “Holders Resident in Canada – Dissenting Resident Holders” will generally also apply to a Non-Resident Holder who validly exercises Dissent Rights in respect of the Arrangement. In general terms, the Non-Resident Holder will be subject to Canadian federal income tax in respect of any deemed taxable dividend arising as a consequence of the exercise of Dissent Rights generally as discussed above under the heading “Holders Not Resident in Canada – Taxation of Dividends –New F3 Shares and F4 Shares” and subject to the Canadian federal income tax treatment in respect of any capital gain or loss arising as a consequence of the exercise of Dissent Rights generally as discussed above under the heading “Holders Not Resident in Canada – Taxation of Capital Gains and Capital Losses”.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following summarizes certain U.S. federal income tax considerations under the U.S. Tax Code generally applicable to Shareholders in respect of the acquisition, holding, and disposition of F4 Shares acquired pursuant to the Arrangement.

This discussion is based upon the provisions of the U.S. Tax Code, existing final and temporary regulations promulgated thereunder (the “Treasury Regulations”), and current administrative rulings and court decisions, all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the U.S. federal income tax consequences to vary substantially from those described below.

F3 and F4 have not requested and will not request a ruling from the Internal Revenue Service (“IRS”) with respect to any of the U.S. federal income tax consequences described below. The IRS may disagree with and challenge any of the conclusions reached herein.

This discussion applies only to U.S. Holders (as defined below) that own F3 Shares and will own F4 shares as “capital assets” within the meaning of Section 1221 of the U.S. Tax Code (generally, property held for investment), and does not comment on all aspects of U.S. federal income taxation that may be important to certain Shareholders in light of their particular circumstances, such as Shareholders subject to special tax rules (e.g., banks and other financial institutions, brokers, dealers or traders in securities or commodities, insurance companies, regulated investment companies, real estate investment trusts, traders that elect to mark-to-market their securities, certain expatriates or former long-term residents of the United States, personal holding companies, “S” corporations, U.S. expatriates, tax-exempt organizations, tax- qualified retirement plans, persons that own directly, indirectly, or constructively 10% or more of F3’s voting stock or will own 10% or more of F4’s voting stock, persons who are subject to alternative minimum tax, persons who hold Shares as a position in a “straddle” or as part of a “hedging,” “conversion” or “integrated” transaction, persons that have a functional currency other than the U.S. dollar, controlled foreign corporations, passive foreign investment companies, or persons who acquired F3 Shares through the exercise of employee stock options or otherwise as compensation for services). If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) is a Shareholder, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Partnerships or partners in a partnership holding F3 Shares are urged to consult their own tax advisors regarding the tax consequences of the Arrangement.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE ARRANGEMENT. SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY STATE, LOCAL AND NON-U.S. INCOME AND OTHER TAX LAWS) OF THE ARRANGEMENT.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of F3 Shares that is: (i) a U.S. citizen or U.S. resident alien as determined for U.S. federal income tax purposes, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized under the laws of the United States, any State thereof or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust that either is subject to the supervision of a court within the United States and has one or more U.S. persons with authority to control all of its substantial decisions or has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Treatment of the Arrangement

The distribution of F4 Shares (including any amount withheld for Canadian taxes) to a U.S. Holder pursuant to the Arrangement will be treated as a distribution to the U.S. Holder with respect to the U.S. Holder’s F3 Shares in an amount equal to the fair market value of the F4 Shares received. A distribution to a U.S. Holder will be taxable to the U.S. Holder as a foreign source dividend to the extent F3 makes the distribution out of its current or accumulated earnings and profits. F3 believes it has some current or accumulated earnings and profits and therefore that all or a portion of the value of F4 Shares received by a U.S. Holder will be taxable as a dividend. The distribution of a New F3 Share in respect of each existing F3 Share will not be a taxable exchange and U.S. Holders will, subject to the discussion below concerning a non-taxable return of capital in connection with the distribution of F4 Shares, have the same adjusted tax basis in New F3 Shares as, and will include the holding period of, the existing F3 Shares held by such U.S. Holder. Therefore, the remainder of this discussion refers simply to F3 Shares.

A dividend received by a non-corporate U.S. Holder will be taxable at a preferential rate, provided that (1) the F3 Shares are readily tradable on an established securities market in the United States or F3 is otherwise treated as a “qualified foreign corporation” within the meaning of the Code’s provisions governing qualified dividend income, (2) F3 is not a passive foreign investment company (“PFIC”) in the taxable year in which such dividends are paid or any preceding taxable year such U.S. Holder held F3 Shares, (3) such U.S. Holder satisfies a holding period requirement, and (4) certain other requirements are met. F3 believes it is a qualified foreign corporation. F3 has not made any determination for any prior year whether it was then, and has not determined nor can it give any assurances with regard to the current year or any future year, whether it is or will become, a PFIC. (See Passive Foreign Investment Company Rules below). If F3 is a PFIC, the distribution of the F4 Shares may constitute an “excess distribution” subject to the special tax treatment described for excess distributions under Consequences of PFIC Status below.

Subject to the PFIC rules discussed below, a dividend received by a corporate U.S. Holder will generally be taxable at regular rates and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

Distributions in excess of F3’s current and accumulated earnings and profits will be treated first as a non- taxable return of capital to the extent of the U.S. Holder’s tax basis in its F3 Shares and thereafter as an amount realized in a sale or exchange of the U.S. Holder’s F3 Shares. Such amounts will be taxable in accordance with the section below titled “Treatment of a Sale of Shares.”

A U.S. Holder’s initial tax basis in its F4 Shares generally will equal the fair market value of the F4 Shares on the Effective Date. A U.S. Holder’s holding period in its F4 Shares generally will begin on the Effective Date.

Treatment of a Sale of Shares

Subject to the PFIC rules discussed below, a U.S. Holder that sells or is treated as selling all or a portion of its F3 Shares or F4 Shares will recognize U.S. source capital gain or loss in an amount equal to the difference between (x) the sum of the amount of cash and fair market value of property received in the sale and the amount of any Canadian withholding tax withheld in respect of such U.S. Holder and (y) the U.S. Holder’s adjusted tax basis in such F3 Shares or F4 Shares. The gain or loss recognized generally will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in the F3 Shares or F4 Shares is greater than one year as of the date of the sale.

Certain U.S. Holders, including individuals, may be eligible for preferential tax rates on long-term capital gains. A U.S. Holder’s ability to deduct capital losses is limited.

Treatment of Distributions on Shares

Subject to the PFIC rules discussed below, a U.S. Holder that receives a distribution with respect to its F3 Shares or F4 Shares, generally will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian income tax withheld from such distribution) to the extent such distribution is paid out of F3’s or F4’s, as applicable, current or accumulated earnings and profits (as determined under U.S. federal income tax principles).

A dividend received by a non-corporate U.S. Holder will be taxable at a preferential rate, provided that (1) the F3 Shares or F4 Shares, as appliable, are readily tradable on an established securities market in the United States or F3 or F4, as applicable, is otherwise treated as a “qualified foreign corporation” within the meaning of the Code’s provisions governing qualified dividend income, (2) F3 or F4, as applicable, is not a PFIC in the taxable year in which such dividends are paid or any preceding taxable year such U.S. Holder held F3 Shares or F4 Shares, as applicable, (3) such U.S. Holder satisfies a holding period requirement, and (4) certain other requirements are met. A dividend received by a corporate U.S. Holder will generally be taxable at regular rates and will not be eligible for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.

Distributions in excess of F3’s or F4’s, as applicable, current and accumulated earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its F3 Shares or F4 Shares, as applicable, and thereafter as an amount realized in a sale or exchange of the U.S. Holder’s F3 Shares or F4 Shares, as applicable. Such amounts will be taxable in accordance with the section above titled “Treatment of a Sale of Shares.”

Additional Tax on Investment Income

U.S. Holders who are individuals, estates, or trusts and whose income exceeds certain thresholds will be required to pay (in addition to U.S. federal income tax) a 3.8% tax on net investment income, including dividends and gains from the sale or other taxable disposition of F3 Shares or F4 Shares. U.S. Holders are urged to consult their tax advisors regarding whether this tax will apply to them.

Passive Foreign Investment Company Rules

In General

A foreign corporation is a PFIC for U.S. federal income tax purposes if either (A) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income, or (B) at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of or produce passive income. Passive income generally includes dividends, interest, rents and royalties, and gains from the disposition of passive assets. F3 has not made any determination for any prior year whether it was then a PFIC. The determination of whether any corporation was, is or will be, a PFIC for a tax year depends, in part, on the application of complex U.S. federal income tax rules, which are subject to differing interpretations. In addition, whether any corporation will be a PFIC for any tax year depends on the assets and income of such corporation over the entire course of each such tax year and, as a result, cannot be predicted by F3 with certainty for the current tax year or for any future tax year as of the date of this document. Accordingly, there can be no assurance that F3 is not or will not become a PFIC for the current year or any future tax year. Nor can there be any assurance that the IRS will not challenge any determination F3 might make in the future concerning its PFIC status. If F3 is a PFIC for any year during which a U.S. Holder holds F3 Shares, such holder will be subject to the rules described below under Consequences of PFIC Status.

Each U.S. Holder should consult its own tax advisors regarding PFIC status.

In any year in which F3 is a PFIC, a U.S. Holder may be required to file an annual report with the IRS containing such information as Treasury Regulations and/or other IRS guidance may require, including IRS Form 8621. In addition to penalties, a failure to satisfy such reporting requirements may result in an extension of the time period during which the IRS can assess a tax. (See PFIC Reporting Requirements below.)

U.S. Holders should consult their own tax advisors regarding the requirements of filing such information returns under these rules, including the requirement to file an IRS Form 8621 annually.

Due to the limited assets and income streams of F4, the application of the PFIC rules discussed above are clearer and U.S. Holders should be aware that F4 expects to be a PFIC for the current taxable year and potentially for any future year.

Consequences of PFIC Status

Although F4 expects to be a PFIC, and F3 has not made a PFIC determination, either corporation’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. If either F3 is, or as F4 expects, F4 is, classified as a PFIC for any taxable year or portion of a taxable year that is included in a U.S. Holder’s holding period of such corporation’s shares, and the U.S. Holder does not timely make either a QEF election or does not or is not eligible to make a mark-to-market election, each as defined below, the U.S. Holder generally will be subject to the following “PFIC Distribution Rules” with respect to the applicable corporation’s shares:

A U.S. Holder that holds shares in a year in which the relevant corporation is a PFIC will continue to be treated as owning shares of a PFIC in later years even if such corporation is no longer a PFIC in those later years.

QEF Election

If F4 or F3 is a PFIC, a U.S. Holder may avoid the PFIC Distribution Rules with respect to such corporation’s shares by making a timely QEF election during the first taxable year in which such corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold such shares. If a U.S. Holder makes a QEF election, it will become subject to the following “QEF Allocation Rules”:

A U.S. Holder that makes a QEF election may make an additional election to defer payment of its liability for tax on included but undistributed income, but such deferred payments are subject to an interest charge.

A QEF election is made on a shareholder-by-shareholder basis and may be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year of the U.S. Holder to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders are urged to consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

To comply with the requirements of a QEF election, a U.S. Holder must receive a PFIC annual information statement from the corporation. If F4 determines it is a PFIC for any taxable year it will endeavor to provide each U.S. Holder such information as the IRS may require, including a PFIC annual information statement, to enable the U.S. Holder to make and maintain a QEF election. However, there is no assurance that F4 will have timely knowledge of its status as a PFIC in the future or of the information required to be provided.

A U.S. Holder that makes a QEF election in the first taxable year in which the corporation is a PFIC and in which the U.S. Holder holds or is deemed to hold its shares will avoid the PFIC Distribution Rules and will not be subject to the QEF Allocation Rules in any taxable year of the corporation that ends within or with a taxable year of the U.S. Holder and in which such corporation is not a PFIC. However, if the U.S. Holder’s QEF election is not effective for each of the corporation’s taxable years in which it is a PFIC and in which the U.S. Holder holds or is deemed to hold such corporation’s shares, the PFIC Distribution Rules will apply to the U.S. Holder until the U.S. Holder makes a purging election. If a U.S. Holder makes a purging election the following occurs: (1) the U.S. Holder is deemed to sell its shares at their fair market value; (2) the gain recognized by the U.S. Holder in the deemed sale is taxed under the PFIC Distribution Rules; (3) the U.S. Holder obtains a new basis and holding period in its shares for PFIC purposes; and (4) the U.S. Holder becomes eligible to make a QEF election.

Mark-to-Market Election

If a PFIC’s shares are regularly traded on a registered national securities exchange or certain other exchanges or markets, they would constitute “marketable stock” for purposes of the PFIC rules, and a U.S. Holder would not be subject to the foregoing PFIC rules if such U.S. Holder made a mark-to-market election with respect to such PFIC’s shares. It is expected that the F4 Shares will not be regularly traded, so the mark-to-market election is not expected to be available with respect to the F4 Shares.

Subsidiary PFICs

A PFIC may own interests in other entities that are classified as PFICs. In such event, a U.S. Holder will be deemed to own a portion of the parent corporation’s shares in such subsidiary PFIC and could incur liability under the PFIC Distribution Rules if the parent corporation receives a distribution from (including a sale of its shares in) a subsidiary PFIC, or if the U.S. Holder is otherwise deemed to have disposed of an interest in a subsidiary PFIC. F4 will endeavor to cause all subsidiary PFICs to provide U.S. Holders the information required to make or maintain QEF elections with respect to the subsidiary PFICs. If a U.S. Holder makes a QEF election with respect to a subsidiary PFIC, tracking the tax bases of the U.S. Holder’s interests in the tiered PFIC structure will become extremely complicated. There is no assurance that F4 will have timely knowledge of the PFIC status of any subsidiary. In addition, F4 may not hold a controlling interest in any such subsidiary PFIC and thus there can be no assurance it will be able to cause the subsidiary PFIC to provide the required information. U.S. Holders are urged to consult their tax advisors regarding the tax issues surrounding subsidiary PFICs.

PFIC Reporting Requirements

A U.S. Holder that owns or is deemed to own PFIC shares in any taxable year of the U.S. Holder may have to file an IRS Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund, (whether or not a QEF or market-to-market election is made) and provide such other information as may be required by the U.S. Treasury Department. Failure to file a required form or provide required information will extend the statute of limitations on assessment of a deficiency until the required form or information is furnished to the IRS.

The rules for PFICs, QEF elections and mark-to-market elections are complex and affected by various factors in addition to those described above. U.S. Holders are urged to consult their tax advisors regarding the application of the rules to their particular circumstances.

Foreign Tax Credits and Limitations

A U.S. Holder that pays, through withholding, Canadian tax, with respect to any dividends paid on F3 Shares or F4 Shares or in connection with the sale, redemption or other taxable disposition of F3 Shares or F4 Shares may elect for any taxable year to receive either a credit or a deduction for all foreign income taxes paid by such holder during the year. Complex limitations apply to foreign tax credits. Each U.S. Holder should consult its own tax advisor regarding applicable foreign tax credit rules.

Foreign Currency

The amount of any distribution paid to a U.S. Holder in foreign currency, or the amount of proceeds paid in foreign currency on the sale, exchange or other taxable disposition of F3 Shares or F4 Shares, generally will be equal to the U.S. dollar value of such foreign currency based on the exchange rate applicable on the date of receipt (regardless of whether such foreign currency is converted into U.S. dollars at that time). A U.S. Holder will have a basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Any U.S. Holder who converts or otherwise disposes of the foreign currency after the date of receipt may have a foreign currency exchange gain or loss that would be treated as ordinary income or loss, and generally will be U.S. source income or loss for foreign tax credit purposes. Different rules apply to U.S.

Holders who use the accrual method of tax accounting. Each U.S. Holder should consult its own tax advisors concerning issues related to foreign currency.

Backup Withholding and Information Reporting

The proceeds of a sale or deemed sale by a U.S. Holder of F3 Shares or F4 Shares may be subject to information reporting to the IRS and to U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder that furnishes a correct taxpayer identification number and makes other required certifications, or that is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld may be credited against a U.S. Holder’s U.S. federal income tax liability, and a U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the IRS and furnishing any required information.

Specified Foreign Financial Assets Reporting

Certain U.S. Holders that hold “specified foreign financial assets” are generally required to attach to their annual returns a completed IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to such assets (and can be subject to substantial penalties for failure to file). The definition of specified foreign financial asset includes not only financial accounts maintained in foreign financial institutions, but also, if held for investment and not held in an account maintained by a financial institution, securities of non-U.S. issuers (subject to certain exceptions, including an exception for securities of non-U.S. issuers held in accounts maintained by domestic financial institutions). U.S. Holders are urged to consult their tax advisors regarding the possible reporting requirements with respect to their investments in F3 Shares or F4 Shares and the penalties for non-compliance.

THIS DISCUSSION IS GENERAL IN NATURE AND DOES NOT DISCUSS ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A PARTICULAR SHAREHOLDER IN LIGHT OF THE SHAREHOLDER’S PARTICULAR CIRCUMSTANCES, OR TO CERTAIN TYPES OF SHAREHOLDERS SUBJECT TO SPECIAL TREATMENT UNDER U.S. FEDERAL INCOME TAX LAWS. YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE ARRANGEMENT, INCLUDING THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS.

INFORMATION CONCERNING F4 POST-ARRANGEMENT

For further information concerning F4 post-Arrangement, see Schedule “H” to this Circular.

INFORMATION CONCERNING F3 POST-ARRANGEMENT

For further information concerning F3 post-Arrangement, see Schedule “N” to this Circular. Additional information relating to F3 is available on SEDAR+ at www.sedarplus.ca.

ADDITIONAL INFORMATION

Additional information relating to the Corporation is available on SEDAR+ at www.sedarplus.ca or on the Corporation’s website at www.f3uranium.com. Shareholders may contact the Corporation at (778) 484- 8030 to request copies of the Corporation’s financial statements and related management’s discussion and analysis.

Financial information is provided in the Corporation’s comparative consolidated financial statements and management’s discussion and analysis for its most recently completed financial year ended June 30, 2023. The Corporation’s comparative unaudited interim consolidated financial statements and related management’s discussion and analysis the period ended March 31, 2024 are also filed on SEDAR+ and attached as Schedule “P” to this Circular.

OTHER MATTERS

Management of the Corporation is not aware of any other matter to come before the Meeting other than as set forth in the Notice of Meeting. If any other matter properly comes before the Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares represented thereby in accordance with their best judgment on such matter.

DIRECTORS’ APPROVAL

The contents of this Circular and the sending thereof to the shareholders of the Corporation have been approved by the Board.

DATED this 28^th day of June, 2024.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ “Dev Randhawa”

Chairman & Chief Executive Officer

SCHEDULE “A”

Arrangement Resolution

BE IT RESOLVED as a special resolution that:

SCHEDULE “B”

F4 Option Plan Resolution

BE IT RESOLVED that:

SCHEDULE “C”

F4 Equity Incentive Plan Resolution

BE IT RESOLVED that:

SCHEDULE “D”

Arrangement Agreement, including Plan of Arrangement

(see attached)

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of the 4th day of June, 2024.

BETWEEN:

F3 URANIUM CORP., a corporation existing under the Canada Business Corporations Act

(“F3”)

AND:

F4 URANIUM CORP., a corporation existing under the Canada Business Corporations Act

(“F4”)

WHEREAS:

(A)          F3 is the registered and beneficial owner of all of the issued and outstanding F4 Shares;

(B)          F3 and F4 wish to proceed with a corporate restructuring by way of a statutory arrangement under the CBCA, pursuant to which F3 and F4 will participate in a series of transactions whereby, among other things, F3 will distribute the F4 Shares such that the holders of F3 Shares (other than Dissenting Shareholders) will become holders of 100% of the issued and outstanding F4 Shares;

(C)          F3 proposes to convene a meeting of the F3 Shareholders to consider the Arrangement on the terms and conditions set forth in the Plan of Arrangement attached as Exhibit I hereto; and

(D)          Each of the parties to this Agreement has agreed to participate in and support the Arrangement.

NOW THEREFORE, in consideration of the premises and the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto, the parties hereto hereby covenant and agree as follows:

ARTICLE 1
DEFINITIONS, INTERPRETATION AND EXHIBIT

1.1         Definitions. In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings:

1.2          Currency. All amounts of money which are referred to in this Agreement are expressed in lawful money of Canada unless otherwise specified.

1.3          Interpretation Not Affected by Headings. The division of this Agreement into articles, sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of the provisions of this Agreement. The terms “this Agreement”, “hereof”, “herein”, “hereunder” and similar expressions refer to this Agreement and the exhibits hereto as a whole and not to any particular article, section, subsection, paragraph or subparagraph hereof and include any agreement or instrument supplementary or ancillary hereto.

1.4          Number and Gender. In this Agreement, unless the context otherwise requires, words importing the singular shall include the plural and vice versa and words importing the use of either gender shall include both genders and neuter and words importing persons shall include firms and corporations.

1.5          Date for any Action. In the event that any date on which any action is required to be taken hereunder by F3 or F4 is not a Business Day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a Business Day in such place.

1.6          Meaning. Words and phrases used herein and defined in the CBCA shall have the same meaning herein as in the CBCA unless the context otherwise requires.

1.7          Exhibits. Attached hereto and deemed to be incorporated into and form part of this Agreement as Exhibit I is the Plan of Arrangement.

ARTICLE 2
ARRANGEMENT

2.1          Arrangement. The parties agree to effect the Arrangement pursuant to the Arrangement Provision on the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.2          Effective Date of Arrangement. The Arrangement shall become effective on the Effective Date as set out in the Plan of Arrangement.

2.3          Commitment to Effect. Subject to termination of this Agreement pursuant to Article 6 hereof, the parties shall each use all reasonable efforts and do all things reasonably required to cause the Plan of Arrangement to become effective by no later than June 4, 2024, or by such other date as F3 and F4 may determine, and in conjunction therewith to cause the conditions described in Section 5.1 to be complied with prior to the Effective Date. Without limiting the generality of the foregoing, the parties shall proceed forthwith to apply for the Interim Order and F3 shall call the F3 Meeting and mail the Information Circular to the F3 Shareholders.

2.4          Articles of Arrangement. Subject to the rights of termination contained in Article 6 hereof, upon the F3 Shareholders approving the Arrangement Resolutions in accordance with the provisions of the Interim Order and the CBCA, F3 obtaining the Final Order and the other conditions contained in Article 5 hereof being complied with or waived, F3 on its behalf and on behalf of F4 shall file with the Director:

2.5          U.S. Securities Law Matters. The parties agree that the Arrangement will be carried out with the intention that the New F3 Shares and the F4 Shares delivered upon completion of the Arrangement to F3 Shareholders will be issued by F3 and F4 in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act, the parties agree that the Arrangement will be carried out on the following basis:

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

3.1          Representations and Warranties. Each of the parties hereby represents and warrants to the other party that:

ARTICLE 4
COVENANTS

4.1          Covenants. Each of the parties covenants with the other that it will do and perform all such acts and things, and execute and deliver all such agreements, assurances, notices and other documents and instruments, as may reasonably be required to facilitate the carrying out of the intent and purpose of this Agreement.

4.2       Interim Order and Final Order. The parties acknowledge that F3 will apply to and obtain from the Court, pursuant to the Arrangement Provision, the Interim Order providing for, among other things, the calling and holding of the F3 Meeting for the purpose of considering and, if deemed advisable, approving and adopting the Arrangement Resolutions. The parties each covenant and agree that if the approval of the Arrangement by the F3 Shareholders as set out in Section 5.1(b) hereof is obtained, F3 will thereafter (subject to the exercise of any discretionary authority granted to F3’s directors) take the necessary actions to submit the Arrangement to the Court for approval and apply for the Final Order and, subject to compliance with any of the other conditions provided for in Article 5 hereof and to the rights of termination contained in Article 6 hereof, file the material described in Section 2.4 with the Director.

4.3          F4 Stock Option Plan. In connection with, but prior to, the Arrangement, F4 shall adopt the F4 Stock Option Plan, which shall be substantially in the form attached to the Information Circular.

4.4          F3 Options. The parties acknowledge that pursuant to the Arrangement, each F3 Option then outstanding to acquire one F3 Share shall be transferred and exchanged for:

provided that the aforesaid exercise prices shall be adjusted to the extent, if any, required to ensure that the aggregate In the Money Amount of the F3 Replacement Option and the F4 Option immediately after the exchange does not exceed the In the Money Amount immediately before the exchange of the F3 Option so exchanged and solely with respect to U.S. taxpayers, ensure compliance with applicable provisions of the Internal Revenue Code of 1986, as amended. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 Options; and F4 agrees to promptly issue F4 Shares upon the due exercise of F4 Options.

4.5          F3 Warrants. The parties acknowledge that, from and after the Effective Date, all F3 Warrants shall entitle the holder to receive, upon due exercise of the F3 Warrant, for the original exercise price:

and F4 hereby covenants that it shall forthwith upon receipt of written notice from F3 from time to time issue, as directed by F3, that number of F4 Shares as may be required to satisfy the foregoing.

F3 shall, as agent for F4, collect and pay to F4 an amount for each one-tenth of a F4 Share so issued that is equal to the exercise price under the F3 Warrant multiplied by 0.1.

4.6          F3 RSUs. The parties acknowledge that pursuant to the Arrangement, each F3 RSU then outstanding to acquire one F3 Share shall be transferred and exchanged for:

It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of F3 RSUs. Accordingly, and notwithstanding the foregoing, the number of shares receivable under the New F3 RSUs and F4 RSUs will be adjusted such that the aggregate fair market value of such shares receivable immediately after the exchange does not exceed the fair market value of the F3 Shares receivable immediately before the exchange; and F4 agrees to promptly issue F4 Shares upon the due exercise of F4 RSUs.

ARTICLE 5
CONDITIONS

5.1          Conditions Precedent. The respective obligations of the parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions:

Except for the conditions set forth in Sections 5.1(a), (b), (c) and (h), which may not be waived, any of the other conditions in this Section 5.1 may be waived by either F3 or F4 at its discretion.

5.2          Pre-Closing. Unless this Agreement is terminated earlier pursuant to the provisions hereof, the parties shall meet at the offices of Blake, Cassels & Graydon LLP, Suite 3500, 1133 Melville Street, The Stack, Vancouver, British Columbia V6E 4E5, at 9:00 a.m. on the Business Day immediately preceding the Effective Date, or at such other location or at such other time or on such other date as they may mutually agree, and each of them shall deliver to the other of them:

5.3          Merger of Conditions. The conditions set out in Section 5.1 hereof shall be conclusively deemed to have been satisfied, waived or released upon the occurrence of the Effective Date.

5.4         Merger of Representations, Warranties and Covenants. The representations and warranties in Section 3.1 shall be conclusively deemed to be correct as of the Effective Date and the covenants in Section 4.1 hereof shall be conclusively deemed to have been complied with in all respects as of the Effective Date, and each shall accordingly merge in and not survive the effectiveness of the Arrangement.

ARTICLE 6
AMENDMENT AND TERMINATION

6.1          Amendment. Subject to any mandatory applicable restrictions under the Arrangement Provision or the Final Order, this Agreement, including the Plan of Arrangement, may at any time and from time to time before or after the holding of the F3 Meeting, but prior to the Effective Date, be amended by the written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of the F3 Shareholders.

6.2          Termination. Subject to Section 6.3, this Agreement may at any time before or after the holding of the F3 Meeting, and before or after the granting of the Final Order, but in each case prior to the Effective Date, be terminated by direction of the Board of Directors of F3 without further action on the part of the F3 Shareholders and nothing expressed or implied herein or in the Plan of Arrangement shall be construed as fettering the absolute discretion by the Board of Directors of F3 to elect to terminate this Agreement and discontinue efforts to effect the Arrangement for whatever reasons it may consider appropriate.

6.3          Cessation of Right. The right of F3 or F4 or any other party to amend or terminate the Plan of Arrangement pursuant to Section 6.1 and Section 6.2 shall be extinguished upon the occurrence of the Effective Date.

ARTICLE 7
GENERAL

7.1          Notices. All notices which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be delivered or sent by fax or, addressed as follows:

in the case of F3:

in the case of F4:

in each case with a copy to:

7.2          Assignment. Neither of the parties may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other.

7.3          Binding Effect. This Agreement and the Arrangement shall be binding upon and shall enure to the benefit of the parties and their respective successors and permitted assigns.

7.4          Waiver. Any waiver or release of the provisions of this Agreement, to be effective, must be in writing and executed by the party granting such waiver or release.

7.5          Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

7.6          Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

7.7          Expenses. All expenses incurred by a party in connection with this Agreement, the Arrangement and the transactions contemplated hereby and thereby shall be borne by the party that incurred the expense or as otherwise mutually agreed by the parties.

7.8          Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

7.9          Time of Essence. Time is of the essence of this Agreement.

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IN WITNESS WHEREOF the parties have executed this Agreement as of the date first above written.

EXHIBIT I

TO THE ARRANGEMENT AGREEMENT
DATED AS OF THE 4TH DAY OF JUNE, 2024 BETWEEN
F3 URANIUM CORP. AND
F4 URANIUM CORP.

PLAN OF ARRANGEMENT
UNDER SECTION 192 OF

THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE 1
EFINITIONS AND INTERPRETATION

1.1          Definitions. In this plan of arrangement, unless there is something in the subject matter or context inconsistent therewith, the following capitalized words and terms shall have the following meanings: