F3 Uranium Corp. — Capital/Financing Update 2021

Sep 30, 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 29, 2021
Item	3:	News Release

The new release announcing the material change referred to in this report was disseminated on September 29, 2021 and filed on Fission’s SEDAR profile at www.sedar.com.

Item 4: Summary of Material Change

On September 29, 2021, the Company announced that it had closed its previously announced fully marketed private placement of units, flow-through units, and charity flow-through units of the Company for gross proceeds of $8,000,026 (the “ Offering ”).

Item 5.1: Full Description of Material Change

On September 29, 2021, the Company announced that it had closed the Offering for gross proceeds of $8,000,026, from the sale of the following:

• 24,690,038 units of the Company (each, a “ Unit ”) at a price of $0.13 per Unit for gross

• proceeds of $3,209,705 from the sale of Units;

• 20,113,619 flow-through units of the Company (each, a “ FT Unit ”) at a price of $0.145

• per FT Unit for gross proceeds of $2,916,475 from the sale of FT Units; and

• 10,769,232 FT Units sold to charitable buyers (each, a " Charity FT Unit " and together

• with the Units and FT Units, the “ Offered Units ”) at a price of $0.174 per Charity FT Unit for gross proceeds of $1,873,846 from the sale of Charity FT Units;

Each Unit issued pursuant to the Offering is 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 is 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 entitles the holder to purchase one common share of the Company (each, a " Warrant Share ") at a price of C$0.20 at any time on or before September 29, 2023.

Red Cloud Securities Inc. (the “ Agent ”) acted as sole agent and bookrunner under the Offering. In connection with the Offering, the Company paid the Agent an aggregate cash commission of

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approximately C$450,850, equal to six per cent (6.0%) of the gross proceeds raised under the Offering (except for a reduced commission paid to the Agents in connection with those purchasers listed on the president’s list (the “ President’s List ”), to which a reduced commission of three percent (3.0%) was paid. The Company also issued to the Agent 3,106,853 broker warrants (the “ Broker Warrants ”), equal to six percent (6.0%) percent of the Offered Units sold pursuant to the Offering (and three percent (3.0%) in the case of those Offered Units sold to purchasers on the President’s List). Each Broker Warrant entitles the holder thereof to purchase one common share in the capital of the Company at a price of C$0.13 at any time on or before September 29, 2023.

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 Unit Shares, FT Shares, Warrants and Warrant Shares sold pursuant to the Offering are subject to a four-month hold period, which will expire on January 30, 2022.

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.

An insider of the Company (the “ Interested Insider ”), participated in the Offering by purchasing an aggregate of 961,539 Units for aggregate gross proceeds to the Company of $125,000.07. Accordingly, the Offering constitutes a “related-party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holdings in Special Transactions, which is adopted in TSXV Policy 5.9 (“ MI 61-101 ”). Immediately prior to the closing of the Offering the Interested Insider held 3,596,387 Common Shares representing approximately 1.90% of the issued and outstanding Common Shares. Immediately following the closing of the Offering the Interested Insider held 4,557,926 Common Shares representing approximately 1.86% of the issued and outstanding Common Shares. The Offering is exempt from the formal valuation and minority shareholder approval under MI 61-101 in reliance on the exemptions set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be distributed in the Offering nor the consideration to be received for those securities, exceeds 25% of the Company’s market capitalization.

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 TSXVs final approval of the Offering, the 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-

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looking statements. Although the Company believes the expectations expressed in such forwardlooking 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 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 29, 2021

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