F3 Uranium : F4 Spinout - Special Meeting

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: [phone]

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:

1. To consider and, if deemed appropriate, to pass, with or without variation, a special resolution of the Shareholders (the "Arrangement Resolution"), the full text of which is attached as Schedule "A" to the Circular for a statutory arrangement (the "Arrangement") under section 192 of the Canada Business Corporations Act (the "CBCA") which involves, among other things, the distribution of common shares of F4 Uranium Corp. ("F4") to shareholders of the Corporation on the basis of one-tenth of a F4 common share for each common share of the Corporation held on the effective date of the Arrangement. The 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 management information circular (the "Circular").
2. Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution to approve a stock option plan for F4, as more fully described in the Circular.
3. Subject to the approval of the Arrangement Resolution, to consider and, if thought fit, approve, with or without amendment, an ordinary resolution of disinterested shareholders to approve an equity incentive plan for F4, as more fully described in the Circular.
4. To transact such other business as may properly come before the Meeting or any adjournment thereof.

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

II

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
NOTICE TO READERS	1
INFORMATION FOR U.S. SHAREHOLDERS	1
FORWARD-LOOKING INFORMATION	3
TECHNICAL INFORMATION	5
ACCOUNTING PRINCIPLES	5
GLOSSARY OF DEFINED TERMS	5
QUESTIONS AND ANSWERS	12
SUMMARY	18
The Meeting	18
The Arrangement	18
Reasons for the Arrangement	18
Recommendation of the Board	18
Fairness of the Arrangement	19
Conditions to Closing	19
Court Approval	19
Effective Date	20
Stock Exchange Listings	20
F3 Following the Arrangement	20
F4 Following the Arrangement	20
Distribution of Share Certificates	20
Dissent Rights	21
Canadian Securities Laws Matters	21
U.S. Securities Laws Matters	22
Certain Canadian Income Tax Considerations	22
Certain U.S. Income Tax Considerations	22
Risk Factors	22
GENERAL VOTING INFORMATION	23
Persons Making this Solicitation of Proxies	23
Appointment of Proxyholders and Completion and Revocation of Proxies	23
Registered Shareholders	23
Beneficial Shareholders	24
Voting of Proxies	25
Revocation of Proxies	25
Quorum	26
VOTING SHARES AND PRINCIPAL HOLDERS THEREOF	26
Voting Securities and Principal Holders Thereof	26
INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON	26
PARTICULARS OF MATTERS TO BE ACTED UPON	26
EXECUTIVE COMPENSATION	27
Oversight and Description of Director and NEO Compensation	28
Employment, Consulting and Management Agreements	28
Termination and Change of Control Benefits	28
Executive and Employee Compensation Objectives and Philosophy	29
Compensation Review Process	29
Base Salary or Consulting Fees	29
Stock Based Compensation	30

Compensation Excluding Compensation Securities	30
Stock Options and Other Compensation Securities	31
Exercise of Compensation Securities by Directors and NEOs	32
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	32
Management Contracts	33
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS	33
CORPORATE GOVERNANCE	33
General	33
Board of Directors	34
Directorships	34
Orientation and Continuing Education	34
Business Conduct	34
Nomination of Directors	34
Compensation	35
Other Board Committees	35
Assessments	35
AUDIT COMMITTEE	35
External Auditor Service Fees	36
THE ARRANGEMENT	36
General	36
Reasons for the Arrangement	36
Recommendation of the Board	37
Fairness of the Arrangement	37
Details of the Arrangement	37
Authority of the Board	40
Conditions to the Arrangement	40
Court Approval of the Arrangement	41
Shareholder Approval of the Arrangement	42
Proposed Timetable for the Arrangement	42
Distribution of Share Certificates	42
Cancellation of Rights after Six Years	43
Expenses of the Arrangement	43
Risk Factors Relating to the Arrangement	43
DISSENT RIGHTS	44
CERTAIN SECURITIES LAW MATTERS	46
Canadian Securities Laws	47
U.S. Securities Laws	47
MATERIAL INCOME TAX CONSIDERATIONS	48
Certain Canadian Federal Income Tax Considerations	48
CURRENCY	50
Holders Resident in Canada	50
Holders Not Resident in Canada	53
Certain United States Federal Income Tax Considerations	55
INFORMATION CONCERNING F4 POST-ARRANGEMENT	61
INFORMATION CONCERNING F3 POST-ARRANGEMENT	61
ADDITIONAL INFORMATION	61
OTHER MATTERS	62
DIRECTORS' APPROVAL	62

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SCHEDULES

1. - Arrangement Resolution
2. - F4 Option Plan Resolution
3. - F4 Equity Incentive Plan Resolution
4. - Arrangement Agreement, including Plan of Arrangement
5. - Interim Order
6. - Notice of Hearing of Petition
7. - Dissent Provisions of the Canada Business Corporations Act
8. - Information Concerning F4 Post-Arrangement
9. - F4 Audit Committee Charter
10. - F4 Financial Statements
11. - F4 Pro Forma Financial Statements
12. - F4 Share Option Plan

M	- F4 Equity Incentive Plan

1. - Information Concerning F3 Post-Arrangement
2. - F3 Annual Financial Statements and related MD&A
3. - F3 Interim Financial Statements and related MD&A

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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-K1300"). Pursuant to S-K 1300, the SEC recognizes estimates of "measured mineral resources," "indicated mineral resources" and "inferred mineral resources."

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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-lookingstatements"). 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

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