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F3 Uranium Corp. Proxy Solicitation & Information Statement 2026

Apr 16, 2026

47177_rns_2026-04-16_7f75e55d-433d-465e-b32c-5b85b80089d2.pdf

Proxy Solicitation & Information Statement

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F3 URANIUM CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 14, 2026

NOTICE IS HEREBY GIVEN that the Annual General and Special meeting (the “Meeting”) of F3 URANIUM CORP. (the “Company”) will be held at Suite 750 – 1620 Dickson Ave. Kelowna BC, British Columbia V1Y 9Y2 on Thursday, May 14, 2026, at 1:00 PM (Pacific Time) for the following purposes:

  1. to receive the audited financial statements of the Company for the financial year ended June 30, 2025, together with the auditor’s reports thereon;
  2. to fix number of directors at five (5) and elect directors for the ensuing year;
  3. to approve the appointment of Davidson & Company LLP Chartered Professional Accountants, as the Company’s auditor for the ensuing year, and to authorize the directors to fix the remuneration to be paid to the auditor;
  4. to pass by an ordinary resolution to continue the Company’s 10% Rolling Share Option Plan, as described in the accompanying Information Circular;
  5. To pass, with or without variation, an ordinary resolution of the disinterested shareholders to ratify and approve the amended fixed restricted share unit plan of the Company (the “RSU Plan”), as described in the accompanying Information Circular;
  6. to consider and, if deemed advisable, to pass, with or without variation, a special resolution approving a consolidation of the Corporation’s issued and outstanding Common Shares on the basis of up to 40 pre-consolidation Common Shares for each one (1) post-consolidation Common Share, as more particularly described under the heading “Particulars of Matters to be Acted Upon – Approval of Share Consolidation” in the Circular; and
  7. to transact such other business as may properly come before the Meeting or any adjournments thereof.

The accompanying management information circular (the “Information Circular”) provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Also accompanying this Notice are (i) Form of Proxy or Voting Instruction Form, and (ii) Financial Statement Request Form. Any adjournment of the Meeting will be held at a time and place to be specified at the Meeting. Only shareholders of record at the close of business on April 9, 2026, will be entitled to receive notice of and vote at the Meeting. Shareholders are entitled to vote at the Meeting either in person or by proxy. Each common share (the “Common Shares”) is entitled to one vote.

The record date for the determination of Shareholders entitled to receive notice of, and to vote at, the Meeting or any adjournments or postponements thereof is April 9, 2026 (the “Record Date”). Shareholders whose names have been entered in the register of Shareholders at the close of business on the Record Date will be entitled to receive notice of, and to vote, at the Meeting or any adjournments or postponements thereof.

A Shareholder may attend the Meeting in person or may be represented by proxy. Shareholders who are unable to attend the Meeting or any adjournments or postponements thereof in person are requested to complete, date, sign and return the accompanying form of proxy for use at the Meeting or any adjournments or postponements thereof. As a shareholder, you can choose from three different ways to vote your shares by proxy: (a) by mail or delivery in the addressed envelope provided or deposited at the offices of Computershare Investor Services Inc., Proxy Department, 320 Bay Street, 14th Floor Toronto, Ontario, Canada M5H 4A6, on behalf of the Company, so as to arrive not later than 10:30 AM (Vancouver time) on Tuesday, May 12, 2026, or if the Meeting is adjourned, at the latest 48 hours (excluding Saturdays, Sundays and holidays) before the time set for any reconvened meeting at which the proxy is to be used; (b) by telephone (toll free) at 1-866-732-VOTE (8683);


or (c) on the internet at www.investorvote.com, unless the chair of the Meeting elects to exercise his or her discretion to accept proxies received subsequently.

The above time limit for deposit of proxies may be waived or extended by the chair of the Meeting at his or her discretion without notice.

QUESTIONS AND ADDITIONAL INFORMATION

A Shareholder may also obtain additional information about the Notice-and-Access Provisions by contacting the Company at [email protected].

DATED at Vancouver, British Columbia, this 9th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS:

Signed: /s/ "Devinder Randhawa"

DEVINDER RANDHAWA

Chief Executive Officer, Chairman and Director

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