F3 Uranium Corp. — Capital/Financing Update 2021

Sep 15, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

Item	1:	Name and Address of Company
		Fission 3.0 Corp. (the “Company” or “Fission”)
		Suite 700 – 1620 Dickson Avenue
		Kelowna, B.C.
		V1Y 9Y2
Item	2:	Date of Material Change
		September 7 and 8, 2021
Item	3:	News Release
		The news releases announcing the material change referred to in this report were disseminated on
		September 7 and 8, 2021 and filed on Fission’s SEDAR profile at www.sedar.com.
Item	4:	Summary of Material Change

On September 7, 2021 and September 8, 2021, the Company announced that it has entered into an agreement with Red Cloud Securities Inc. (the “ Agent ”), for a fully marketed “best efforts” private placement of units, flow-through units and charity flow-through units of the Company for gross proceeds of up to $7,000,000.00 (the “ Offering ”).

Item 5.1: Full Description of Material Change

On September 7, 2021 and September 8, 2021, the Company announced that it had entered into an agreement with the Agent whereby the Agent will act as sole agent and bookrunner in connection with the Offering from the sale of the following:

• up to 11,538,462 units of the Company (each, a “ Unit ”) at a price of $0.13 per Unit for gross proceeds of up to $1,500,000 from the sale of Units;

• up to 24,137,931 flow-through units of the Company (each, a “ FT Unit ”) at a price of

• $0.145 per FT Unit for gross proceeds of up to $3,500,000 from the sale of FT Units; and

• up to 11,494,253 FT Units to be sold to charitable buyers (each, a " Charity FT Unit

• for gross proceeds of up to $2,000,000 from the sale of Charity FT Units;

Each Unit will be comprised of one common share of the Company (each, a “ Unit Share ”) and one half of one common share purchase warrant (each whole warrant, a “ Warrant ”). Each FT Unit and Charity FT Unit will be comprised of one common share of the Company to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) (each, a “ FT Share ”) and one half of one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of the Company (each, a “ Warrant Share ”) at a price of $0.20 at any time on or before that date which is 24 months after the closing date of the Offering. The Agent has been granted the option, exercisable in full or in part up to 48 hours prior to the closing of the Offering,

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to sell up to an additional $1,000,000 in any combination of Units, FT Units and Charity FT Units at their respective offering prices (the “ Agent’s Option ”).

The Company intends to use the proceeds raised from the Offering for future exploration work on the Company’s projects, corporate development and general corporate and working capital purposes. The gross proceeds from the issuance of the FT Shares will be used for “Canadian Exploration Expenses” (within the meaning of the Income Tax Act (Canada)) (the “ Qualifying Expenditures ”), which will be renounced with an effective date no later than December 31, 2021 to the purchasers of the FT Units and Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares. If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each subscriber of FT Units and Charity FT Units for any additional taxes payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures.

The Offering is scheduled to close on or around September 29, 2021 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including, but not limited to, the approval of the TSX Venture Exchange. The Unit Shares, FT Shares and Warrant Shares will be subject to a hold period of four months and one day from the closing date of the Offering.

The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom.

Cautionary Note Regarding Forward-Looking Statements

This report contains "forward‐looking information or statements" within the meaning of applicable securities laws, which may include, without limitation, statements that address the Company's plans for its properties/projects, the closing of the private placement and use of funds, other statements relating to the technical, financial and business prospects of the Company, and other matters. All statements in this report, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the price of metals, the ability to achieve its goals, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms. Such forward-looking information reflects the Company's views with respect to future events and is subject to risks, uncertainties and assumptions, including those filed under the Company's profile on SEDAR at www.sedar.com. Factors that could cause actual results to differ materially from those in forward looking statements include, but are not limited to, continued availability of capital and financing and general economic, market or business conditions, the impact of Covid-19 or other viruses and diseases on the Company's ability to operate, adverse weather conditions, failure to obtain the necessary equipment or machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to maintain community acceptance (including First Nations), increase in costs, litigation, and failure

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of counterparties to perform their contractual obligations. The Company does not undertake to update forward‐ looking statements or forward‐looking information, except as required by law.

Item 5.2: Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

Dev Randhawa Chief Executive Officer Telephone: 778-484-8030

• Item 9: Date of Report

September 15, 2021

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