F4 Uranium Corp. — Interim / Quarterly Report 2025

May 30, 2025

E4 URAIUM

Condensed Interim Financial Statements
(Unaudited – prepared by management)

F4 Uranium Corp.

For the Six-Month Period Ended
March 31, 2025

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In accordance with National Instrument 51-102 released by the Canadian Securities Administrators, the Company discloses that its auditors have not reviewed the condensed interim financial statements for the six-month period ended March 31, 2025.

Table of contents

Condensed interim statement of financial position ... 1
Condensed interim statement of loss and comprehensive loss ... 2
Condensed interim statement of changes in shareholders' equity ... 3
Condensed interim statement of cash flows ... 4
Notes to the condensed interim financial statements ... 5-18

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F4 Uranium Corp.

Condensed Interim Statement of Financial Position

(Expressed in Canadian dollars - unaudited)

	Notes	March 31, 2025 (unaudited)	September 30, 2024 (audited)
ASSETS		$	$
Current assets
Cash and cash equivalents		1,131,755	70,089
GST receivable		11,400	425
Prepaid expenses		4,250	8,500
Deposits	7	976,538	736,718
		2,123,943	815,732
Non-current Assets
Exploration and evaluation assets	6	7,022,810	6,920,007
TOTAL ASSETS		9,146,753	7,735,739
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities	9	44,922	5,234
		44,922	5,234
TOTAL LIABILITIES		44,922	5,234
SHAREHOLDERS’ EQUITY
Share capital	5,8	9,240,852	7,178,726
Reserves	8	1,507,489	1,259,054
Deficit		(1,646,510)	(707,275)
TOTAL SHAREHOLDERS’ EQUITY		9,101,831	7,730,505
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		9,146,753	7,735,739

Nature and continuance of operations (Note 1)

Approved by the Board of Directors and authorized for issuance on May 29, 2025:

"Devinder Randhawa"

Director

"Rebecca Greco"

Director

The accompanying notes form an integral part of these condensed interim financial statements.

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Page 2

F4 Uranium Corp.

Condensed Interim Statement of Loss and Comprehensive Loss

(Expressed in Canadian dollars - unaudited)

	Notes	March 31, 2025	From the period February 9, 2024 (incorporation) to March 31, 2024
		$	$
EXPENSES
Business development		981	-
Consulting & directors' fees	9	61,689	-
Office & admin		12,627	-
Professional fees		166,989	15,000
Public relations and marketing		9,129	-
Share-based compensation	8,9	248,435	-
Wages & benefits		12,232	-
Loss before other items		(512,082)	(15,000)
Other (expenses) income
Write-off of deposits	7	442,063	-
Write-off of exploration and evaluation assets	6	480	-
Interest income		(15,390)	-
		(427,153)	-
Net loss for the period		(939,235)	(15,000)
Basic and diluted loss per common share		(0.02)	(15,000)
Weighted average number of shares outstanding – basic and diluted		62,855,245	1

The accompanying notes form an integral part of these condensed interim financial statements.

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F4 Uranium Corp.

Condensed Interim Statement of Shareholders' Equity

(Expressed in Canadian dollars - unaudited)

| | Share capital
Number of shares | Amount | Reserves | Deficit | Total |
| --- | --- | --- | --- | --- | --- |
| Balance, February 9, 2024
(incorporation) | - | $ - | $ - | $ - | $ - |
| Issuance of Founders' share | 1 | 1 | - | - | 1 |
| Net loss for period | | | | (15,000) | (15,000) |
| Balance, March 31, 2024 | 1 | 1 | - | (15,000) | (14,999) |
| Balance, September 30, 2024 | 49,366,931 | 7,178,726 | 1,259,054 | (707,275) | 7,730,505 |
| Private placement | 13,898,306 | 2,084,746 | - | - | 2,084,746 |
| Share issuance cost | - | (22,620) | - | - | (22,620) |
| Share-based compensation | - | - | 248,435 | - | 248,435 |
| Net loss for period | - | - | - | (939,235) | (939,235) |
| Balance, March 31, 2025 | 63,265,237 | 9,240,852 | 1,507,489 | (1,646,510) | 9,101,831 |

The accompanying notes form an integral part of these condensed interim financial statements.

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F4 Uranium Corp.

Condensed Interim Statement of Cash Flows

(Expressed in Canadian dollars - unaudited)

	For the Six-Month Period Ended March 31, 2025	From the period February 9, 2024 (incorporation) to March 31, 2025 (unaudited)
OPERATING ACTIVITIES	$	$
Net loss for the period	(939,235)	(15,000)
Non-cash items:
Share based compensation	248,435	-
Changes in non-cash working capital items:
Prepaid Expenses	4,250	-
Deficiency Deposits	(239,820)	-
Accounts payable and accrued liabilities	39,688	15,000
Accounts Receivable	(10,975)	-
Net cash used in operating activities	(897,657)	-
INVESTING ACTIVITIES
Exploration and evaluation assets additions	(102,803)
Net cash provided by investing activities	(102,803)
FINANCING ACTIVITIES
Issuance of Founders' share	-	1
Private Placement	2,084,746	-
Share Issuance Cost	(22,620)	-
Net cash provided by financing activities	2,062,126	1
Net cash change during period	1,061,666	-
Cash, beginning of year	70,089	-
Cash, end of period	1,131,755	-
Cash and cash equivalents consist of:
Cash	1,103,005	1
Guaranteed investment certificate	28,750	-
	1,131,755	1

There were no cash payments for income taxes or interest during the six-month period ended March 31, 2025.

The accompanying notes form an integral part of these condensed interim financial statements.

Page 4

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

1. Nature and continuance of operations

F4 Uranium Corp. ("F4" or the "Company") was incorporated on February 9, 2024, under the laws of Canada Business Corporations Act in connection with a court approved plan of arrangement (the "Plan of Arrangement" or "Arrangement") with F3 Uranium Corp. ("F3"). On August 15, 2024 the Company completed the Plan of Arrangement whereby the prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West properties (collectively, the "Properties") were spun-out from F3 to F4 (Note 5).

The Company's principal business activity is the acquisition and exploration of mineral properties in Canada. To date, the Company has not generated revenues from operations and is considered to be in the exploration stage. The Company has not yet determined whether its exploration and evaluation assets contain ore reserves that are economically recoverable. The recoverability of the amounts shown for the exploration and evaluation assets, including the acquisition costs, is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain necessary financing to complete the development of those reserves, and upon future profitable production.

The Company's head office is located at Suite 750 - 1620 Dickson Avenue Kelowna, BC V1Y 9Y2, Canada. The Company commenced trading on the TSX Venture Exchange on March 25, 2025, under the symbol "FFU".

Going concern

These condensed interim financial statements have been prepared on the assumption that the Company will continue as a going concern, meaning it will continue in operation in the foreseeable future and will be able to realize assets and discharge liabilities in the ordinary course of operations. Different bases of measurement may be appropriate if the Company was not expected to continue operations for the foreseeable future. The Company's continuation as a going concern is dependent upon identifying a prospective business opportunity, its ability to attain profitable operations to generate funds and/or its ability to raise equity capital or borrowings sufficient to meet its current and future obligations. As at March 31, 2025, the Company has cash and cash equivalents of $1,131,755 (September 30, 2024 - $70,089) and a working capital balance of $2,079,020 (September 30, 2024 - $810,498). The Company believes it has sufficient resources to continue operation for the next twelve months.

1. Basis of presentation

(a) Statement of compliance

These unaudited condensed interim financial statements have been prepared in accordance with IAS 34 – Interim Financial Reporting under IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and follow the same material accounting policies, methods of application as the Company's September 30, 2024, audited financial statements, unless otherwise noted. Accordingly, they should be in conjunction with the Company's most recent audited statements.

These condensed interim financial statements were authorized for issue by the Board of Directors on May 29, 2025.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

2. Basis of presentation (continued)

(b) Basis of measurement

These condensed interim financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these condensed interim financial statements have been prepared using the accrual basis of accounting, except for cash flow information. Unless otherwise noted, these condensed interim financial statements are presented in Canadian dollars, the functional currency of the Company.

3. Key estimates and judgements

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have significant risk of causing a material adjustment to the carrying amounts of assets and liabilities and contingent assets and contingent liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Judgements

• The assumption that the Company is a going concern and will continue in operation for the foreseeable future and at least one year (Note 1).
• The recoverability of mineral properties and exploration and evaluation expenditures incurred on its projects. The Company capitalizes acquisition, exploration and evaluation expenditures on its statement of financial position, and evaluates these amounts at least annually for indicators of impairment.
• The determination of whether the Plan of Arrangement met the definition of a business combination or an asset acquisition. There are judgements involved in assessing the inputs, processes, and outputs of the assets being acquired or transferred. Management concluded the Plan of Arrangement met the definition of an asset acquisition.

Estimates

• The determination and recognition of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carry-forwards. Changes in these assumptions could materially affect the recorded amounts, and therefore do not necessarily provide certainty as to their recorded values.
• The inputs in accounting for share-based compensation transactions in the statement of loss and comprehensive loss using the Black-Scholes Option Pricing Model, including volatility, probable life of options granted, time of exercise of the options and forfeiture rate.
• The determination of the fair value of common shares issued for exploration and evaluation assets is subject to certain management estimates. The fair market value of the common shares and exploration and evaluation assets was determined by using the cost and market method (Note 6).

4. New accounting pronouncements

During the six-month period ended March 31, 2025, the Company did not adopt any new accounting standards or estimates.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

5. Plan of arrangement

On August 15, 2024 (the "Transaction Date"), the Company completed the Arrangement under the provision of the Canada Business Corporations Act pursuant to which certain exploration assets of F3 were spun-out to F4. The Properties included Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Todd Lake, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake, Flowerdew Lake, James Creek, Henderson Lake and Wales Lake East and West.

Pursuant to the terms of the Arrangement, F3 transferred the Properties to F4 in exchange for 49,366,930 common shares of F4 (the "F4 shares"). The F3 shareholders received the F4 shares on the basis of one F4 common share for every 10 common shares of F3 held at August 15, 2024. Upon completion of the Arrangement, the Company became a standalone reporting issuer.

The Arrangement did not meet the definition of a business under IFRS 3 - Business Combinations, and as a result, was accounted for as an asset acquisition. The net purchase price was determined as an equity settled share-based payment, under IFRS 2 - Share-based Payment.

In exchange for the 49,366,930 common shares, the Company received exploration and evaluation assets with a fair value of $7,020,007 (Note 6) and deposits of $736,718 (Note 7). To determine the fair value of the exploration and evaluation assets, the Company utilized a combined cost, modified appraisal value method and market approach.

The fair value of the common shares was measured at the fair value of the goods received.

In connection with the Arrangement, the following occurred:

• From the Transaction Date, all F3 warrants shall entitle the holder who exercises the warrant to receive the following: (i) one F3 common share and (ii) one-tenth of a F4 common share. The exercise price of the F3 warrants will remain the same; however, F3 will compensate F4 for each F4 common share issued on the exercise of an F3 warrant (Note 8).

• Under the Arrangement, each F3 stock option outstanding as at the Transaction Date (the "F3 Options") were exchanged for: (i) one new replacement option to acquire one new common share without par value of F3 (the "New F3 Share") with an exercise price equal to the product of the original exercise price of the F3 Option, multiplied by the fair market value of a New F3 Share, divided by the total of the fair market value of a New F3 Share and the fair market value of one-tenth of a F4 share on the Transaction Date; and (ii) one option to acquire one-tenth of an F4 Share (the "F4 Option") with each whole F4 Option having an exercise price equal to the product of the original exercise price of the F3 Option multiplied by the fair market value of one-tenth of an F4 share, divided by the total of the fair market value of one New F3 Share and one-tenth of a F4 share on the Transaction Date (Note 8).

• The F3 restricted share units to acquire F3 Shares (the "F3 RSUs") were transferred and exchanged, so each F3 RSU was exchanged for: (i) one new restricted share unit to acquire one New F3 common share; and (ii) one restricted share unit to acquire one-tenth of an F4 common share (Note 8).

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

6. Exploration and evaluation assets

Title to exploration and evaluation assets involves certain inherent risks due to the difficulties of determining the validity of title and/or ownership of claims. The agreements, claims, and concessions held at each property are as of March 31, 2025:

Patterson Lake Area, Saskatchewan, Canada

The Company holds a 100% interest in 6 properties that comprise the Patterson Lake Area in Saskatchewan. The number of claims held at each property is as follows:

1. Wales Lake East, 10 claims
2. Wales Lake West, 19 claims
3. Clearwater West, 3 claims
4. James Creek, 2 claims
5. Smart Lake, 4 claims
6. Todd Lake, 4 claims

Uranium City Area, Saskatchewan, Canada

The Company holds a 100% interest in 2 properties that comprise the Beaverlodge/Uranium City Area in Saskatchewan. The number of claims held at each property is as follows:

1. Beaver River, 9 claims
2. Hearty Bay, 7 claims

East Athabasca Basin Area, Saskatchewan, Canada

The Company holds a 100% interest in 9 properties that comprise the East Athabasca Basin Area in Saskatchewan. The number of claims held at each property is as follows:

1. Bird Lake, 1 claim
2. Seahorse Lake, 3 claims
3. Bell Lake, 1 claim
4. Cree Bay, 16 claims
5. Murphy Lake, 8 claims
6. Lazy Edward Bay, 12 claims
7. Grey Island, 22 claims
8. Henderson Lake, 1 claim
9. Tilson Lake, 5 claims

Murphy Lake Option Agreement

On May 29, 2024, and further amended on October 21, 2024, the Company entered into an option agreement with Canadian GoldCamps Corp. ("GoldCamps"), pursuant to which GoldCamps can earn up to a 70% interest in and to the Company's Murphy Lake Property.

To earn an initial 50% in and to the Murphy Lake Property, GoldCamps made a non-refundable cash payment of $100,000 to the Company during the year ended September 30, 2024. In consideration for entering into the Agreement, GoldCamps shall make a further non-refundable cash payment of $200,000 to the Company by December 31, 2024 (the "Initial Payment Date").

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

6. Exploration and evaluation assets (continued)

Murphy Lake Option Agreement (continued)

In order to maintain the option in good standing, GoldCamps shall make additional and non-refundable cash payments to the Company in the aggregate of $600,000 according to the following schedule:

i. $150,000 on or before the date that is six (6) months after the Initial Payment Date;
ii. $150,000 on or before the date that is twelve (12) months after the Initial Payment Date;
iii. $150,000 on or before the date that is eighteen (18) months after the Initial Payment Date; and
iv. $150,000 on or before the date that is twenty-four (24) months after the Initial Payment Date.

To further maintain the option in good standing, GoldCamps shall incur the following aggregate expenditures totaling $10,000,000 according to the following schedule:

i. total cumulative expenditures of $1,500,000 on or before the date that is twelve (12) months after the Initial Payment Date;
ii. additional expenditures of $1,500,000 on or before the date that is twenty-four (24) months after the Initial Payment Date; and
iii. Further expenditures of $7,000,000 on or before the date that is forty-two (42) months after the Initial Payment Date.

The exploration expenditures required to be made by GoldCamps may be made by way of cash payments to the Company equal to the amount of any shortfall. Cash payments in lieu of expenditures shall be made within 30 days of the end of the period for which such expenditures fall due. Expenditures incurred in any one-year period in excess of the minimum amounts can be carried over to the next year. All subsequent eligible expenditures will be applied as assessment credits toward the property with applicable governmental authorities.

In order to maintain the option agreement in good standing, GoldCamps shall, on or before December 31, 2024, have completed one or more equity financings to raise gross proceeds totalling at least $3,000,000, issue from treasury to F4 for no additional consideration that number of common shares equal to 9.9% of the total number of common shares that are issued and outstanding as of such issuance date. All common shares issued will be issued as fully paid and non-assessable free and clear of all encumbrances, subject only to a four- month resale restriction imposed by applicable securities legislation.

Upon GoldCamps earning a 50% interest in and to the Murphy Lake Property, both parties agree to participate in a joint venture for the further exploration and development of the Murphy Lake Property, and, if deemed warranted, to bring the Property or a portion thereof into commercial production by establishing and operating a mine.

To earn an additional 20% interest in and to the Murphy Lake Property (for a total 70% interest), GoldCamps must make cash payments to the Company and incur eligible expenditures as follows:

i. pay $250,000 on or before the date that is thirty (30) months after the Initial Payment Date;
ii. pay $250,000 on or before the date that is thirty-six (36) months the Initial Payment Date; and

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

iii. incur additional expenditures of $8,000,000 on or before the date that is sixty (60) months after the Initial Payment Date.

6. Exploration and evaluation assets (continued)

Murphy Lake Option Agreement (continued)

Upon GoldCamps earning a 70% total interest in the Murphy Lake Property, the Company shall receive a 2% net smelter returns royalty ("NSR Royalty"), provided that GoldCamps be responsible only for the percentage of the NSR Royalty equal to its percentage interest in the Murphy Lake Property.

As of March 31, 2025, Goldcamps has not made the initial $200,000 payment nor completed an equity financing. Subsequently, Goldcamps and F4 are negotiating to extend the deadline.

Hearty Bay Option Agreement

On December 9, 2021, and further amended on February 28, 2023, F3 entered into an option agreement (the "Hearty Bay Agreement") whereby Traction Uranium Corp ("Traction") has the opportunity to acquire up to a 70% interest in the Company's Hearty Bay Property. F3 has assigned the Hearty Bay Agreement to F4 upon completion of the Arrangement (Note 5).

Pursuant to the Hearty Bay Agreement, the Company granted Traction an option to acquire a 50% interest in the Hearty Bay Project for the following consideration:

i. Pay cash payments to the Company of $650,000 over a two-year period (completed prior to completion of the Arrangement).

ii. Issue shares to the Company equal to 7.5% of the number of issued and outstanding common shares of Traction that are outstanding as of such date, provided Traction has completed one or more equity financings for gross proceeds of $2,000,000 by such date (completed prior to completion of the Arrangement).

iii. Incur $3,000,000 in exploration work on the Hearty Bay Property by December 31, 2024. Prior to the completion of the plan of the Arrangement, $2,660,974 of exploration work was complete. As of December 31, 2024, $339,026 remains to be cash called for the remainder of the exploration work.

To acquire the additional 20% interest in Hearty Bay Project, Traction will need to incur the following:

i. Additional cash payments totalling $350,000 ($150,000 on or before June 6, 2025; and $200,000 on or before December 9, 2025)

ii. Incur an additional $3,000,000 in exploration work on the Hearty Bay Property on or before December 9, 2025.

The Company will retain a 2.0% NSR Royalty on the property.

As of March 31, 2025, the Company and Traction are in negotiations to extend the deadline.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

6. Exploration and evaluation assets (continued)

Clearwater West Agreement

On May 10, 2023, and further amended on January 10, 2024, F3 entered into an option agreement (the "Clearwater West Agreement") whereby SKRR Exploration Inc. ("SKRR") has the opportunity to acquire up to a 70% interest in the Company's Clearwater West Project.

Pursuant to the Clearwater West agreement, the Company granted SKRR an option to acquire a 50% interest in the Clearwater West Project for the following consideration:

i. Pay cash payments to the Company of $50,000 (completed prior to completion of Arrangement).

ii. The issuance of 1,000,000 common shares of SKRR (completed prior to completion of the Arrangement).

iii. Incur $3,000,000 in exploration work on the Clearwater West Property (on or before May 10, 2025).

iv. The issuance of an additional 1,000,000 common shares of SKRR pursuant to the option amendment whereby 605,000 common shares are to be issued on TSX Venture Exchange approval date of the option amendment, and the remaining 395,000 common shares on or before June 1, 2024 unless the Company's partially diluted shareholdings in SKRR would exceed 10% of the issued and outstanding shares of SKRR. In which case SKRR shall pay $39,500 in cash on or before June 5, 2024 (completed prior to completion of Arrangement).

Upon completion of the 50% interest earn-in, SKRR and the Company will negotiate a joint venture agreement.

To acquire the additional 20% interest in Clearwater West Project, SKRR will need to incur the following:

i. Additional cash payments totalling $50,000 on or before December 31, 2024.

ii. Incur an additional $3,000,000 in exploration work on the Clearwater West Property on or before the date that is three years following the date of the Clearwater West Agreement.

The Company will retain a 2.0% NSR Royalty on the property, of which 1% may be repurchased by SKRR for $1,000,000.

The option agreement was terminated effective January 20, 2025.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

6. Exploration and evaluation assets (continued)

Exploration & evaluation continuity schedule as at March 31, 2025:

	Patterson Lake South Area	Beaver Lodge Area	East Athabasca Region	Total
Acquisition costs	$	$	$	$
Balance, February 9, 2024	-	-	-	-
Additions - Plan of Arrangement (Note 5)	1,360,002	750,000	4,910,005	7,020,007
Balance, September 30, 2024	1,360,002	750,000	4,910,005	7,020,007
Exploration costs
Balance, February 9, 2024	-	-	-	-
Recovery Costs	-	-	(100,000)	(100,000)
Balance, September 30, 2024	1,360,002	750,000	4,810,005	6,920,007
Exploration Costs
Incurred during the period
Drilling costs	33,644	6,890	8,365	48,899
Camp & other costs	-	1,445	11,454	12,899
Geological costs	772	-	59	831
Geophysical costs	170	255	-	425
Land retention & permitting	11,337	638	6,417	18,392
Reporting & surveying	16,131	125	5,581	21,837
Total Additions	62,054	9,353	31,876	103,283
Impairment of costs	-	-	(480)	(480)
Balance, March 31, 2025	1,422,056	759,353	4,841,881	7,022,810

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

7. Deficiency deposits

As a part of the Arrangement with F3 Uranium Corp, F4 acquired the exploration and evaluation assets on August 15, 2024. The Company also received deposits in the amount of $736,718 which were paid by F3 to the Saskatchewan Ministry of Energy & Resources as deficiency deposits on the acquired claims. As of March 31, 2025, the total of deficiency deposits on assets held by F4 amounted to $976,538. F4 expects to either complete the necessary exploration work on these properties and recoup the deposit or to forfeit the deposit to the Saskatchewan Ministry of Energy & Resources if sufficient exploration work is not conducted prior to the claim's anniversary date.

During the six-month period ended March 31, 2025, a write-off of deposits totaling $442,063 was recorded in the condensed interim statement of loss and comprehensive loss.

8. Share capital and other reserves

The Company is authorized to issue an unlimited number of common shares, without par value. All the Company's issued shares are fully paid.

(a) Share issuances

For the six-month period ending March 31, 2025:

On October 11, 2024, the Company completed a non-brokered private placement by issuing 13,898,307 common shares for total proceeds of $2,084,746, of which, F3 purchased 6,250,000 common shares for $937,500. The common shares were issued at a price of $0.15 per share. No warrants were issued in connection with the private placement. The Company paid cash finders' fees of $22,620.

For the period from incorporation on February 9, 2024 to September 30, 2024:

On February 9, 2024, the Company issued 1 common share to F3 for proceeds of $1 on incorporation.

On August 15, 2024, the Company completed the Plan of Arrangement, and 49,366,930 common shares were issued to F3 Uranium shareholders with a value of $7,756,725 (Notes 5, 6, and 7).

(b) Stock options

The Company has a stock option plan which allows the Board of Directors to grant stock options to employees, directors, officers, and consultants. The exercise price is determined by the Board of Directors provided the minimum exercise price is set at the Company's closing share price on the day before the grant date. The options can be granted for a maximum term of five years and vesting terms are determined by the Board of Directors at the date of grant. The common shares reserved for issuance cannot exceed 10% of the issued and outstanding common shares of the Company. The Option Plan has been approved by the Board of Directors but still awaits shareholder approval. Therefore, no exercises are allowed until Shareholder approval has been reached.

On August 15, 2024, after the completion of the Arrangement, the previously existing stock options outstanding in F3 were transferred and exchanged for: (i) one new stock option to acquire one New F3 common share; and (ii) one stock option acquire one-tenth of an F4 common share (Note 5).

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

8. Share capital and other reserves (continued)

(b) Stock options (continued)

Stock option transactions are summarized as follows:

	Number outstanding	Weighted average exercise price
		$
Balance, February 9, 2024	-	-
Granted1	4,285,454	0.17
Balance, September 30, 2024	4,285,454	0.17
Expired	(60,000)	0.10
Balance, March 31, 2025	4,225,454	0.17

1 All options are subject to the same vesting provisions as originally granted by F3.

As of March 31, 2025, stock options are outstanding as follows:

Number outstanding	Exercise price	Number of vested options	Expiry Date
	$
383,333	0.06	383,333	September 2, 2026
381,667	0.08	381,667	October 12, 2026
60,000	0.10	60,000	October 18, 2026
347,333	0.10	347,333	March 8, 2027
776,621	0.17	647,184	April 6, 2028
1,276,500	0.21	851,000	December 15, 2028
1,000,000	0.23	666,667	January 12, 2029
4,225,454		3,337,184

The stock options have a weighted average remaining life of 3.02 years.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

8. Share capital and other reserves (continued)

(b) Stock options (continued)

All of the stock options are recorded at fair value using the Black-Scholes Option Pricing Model. During the period ended September 30, 2024, the Company granted 4,285,454 stock options. Pursuant to the vesting schedule of options granted, share-based compensation of $94,553 was recognized in the condensed interim statement of loss and comprehensive loss for the six-month period ended March 31, 2025. The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

	March 31, 2025	September 30, 2024
Risk-free rate	-	2.78%
Expected life	-	3.60
Expected volatility	-	130.18%
FV granted price	-	$0.13

(c) Restricted share units

The Company has adopted a restricted share unit plan, which provides that the Board of Directors of the Company may, from time to time, grant to directors, officers, employees and consultants of the Company, non-transferable RSUs. The expiry date for each restricted share unit shall be set by the Board of Directors at the time of issue. A vesting schedule may be imposed at the discretion of the Board of Directors at the time of issue. The number of shares that may be reserved for issuance shall not exceed 4,933,527 shares of the Company unless approved by disinterested shareholders of the Company at a duly held meeting but shall not exceed 10% of the issued and outstanding shares of the Company.

On August 15, 2024, after the completion of the Arrangement, the F3 RSUs were transferred and exchanged for: (i) one new restricted share unit to acquire one New F3 common share; and (ii) one restricted share unit to acquire one-tenth of an F4 common share (the "F4 RSUs") (Note 5).

Number of RSUs

Balance, February 9, 2024	-
Granted^{1}	3,315,238
Balance, March 31, 2025	3,315,238

1 All RSUs are subject to the same vesting provisions as originally granted by F3.

As at March 31, 2025, a total of 2,860,571 RSUs have vested and exercisable.

The F4 RSUs had a total fair value of $434,415. Pursuant to the vesting schedule of the RSUs granted, share-based compensation of $153,882 was recognized in the condensed interim statement of loss and comprehensive loss for the six-month period ended March 31, 2025.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

8. Share capital and other reserves (continued)

(d) Warrants

As of August 15, 2024, upon the successful completion of the Arrangement, all F3 warrants that were outstanding at the Transaction Date, entitle the holder who exercises the warrant to receive one F3 common share and one-tenth of a F4 common share. The exercise price of the F3 warrants has remained the same.

As at the Transaction Date, there was 48,097,749 F3 warrants outstanding, which translates into a potential issuance of 4,809,775 F4 shares upon F3 warrant exercises. The Company has determined that the warrants have a fair value of $578,000, which was determined using the Black-Scholes Option Pricing Model.

During the six-month period ended March 31, 2025, 107,143 warrants expired unexercised.

The weighted average assumptions used in the Black-Scholes Option Pricing Model were as follows:

	March 31, 2025	September 30, 2024
Risk-free rate	-	3.42%
Expected life	-	1.38
Expected volatility	-	113.00%
FV granted price	-	$0.12

9. Related party transactions

Key management personnel are persons responsible for planning, directing and controlling the activities of an entity. The Company has identified the Company's officers, directors, and senior management as its key management personnel.

	March 31, 2025	March 31, 2024
	$	$
Wages, consulting and directors fees paid or accrued to key management personnel and companies controlled	31,282	-
Share-based compensation pursuant to the vesting schedule of options granted to key management personnel	147,618	-
	178,900	-
Exploration and evaluation expenditure	-	-
	178,900	-

During the six-month period ended March 31, 2025, the Company recognized share-based compensation of $51,711 for the issuance of stock options and $95,907 for the issuance of RSUs to key management personnel.

As of March 31, 2025, $9,975 (September 30, 2024 - $nil) was owing to key management personnel or to a company controlled by director or key management personnel and the amounts were included in accounts payable and accrued liabilities. The amounts payable is non-interest bearing, are unsecured, and have no specific terms of repayment.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

10. Segmented information

The Company primarily operates in one reportable operating segment being the acquisition and exploration of mineral properties. As at March 31, 2025, all of the Company's assets were in Canada.

11. Capital management

The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to pursue exploration of exploration and evaluation assets and to maintain a flexible capital structure which optimizes the costs of capital at an acceptable risk.

The Company depends on external financing to fund its activities. The capital structure of the Company comprises common shares. Changes in the equity accounts of the Company are disclosed in the statements of shareholders' equity. The Company manages the capital structure and adjusts it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares. The issuance of common shares requires approval of the Board of Directors.

The Company reviews its capital management approach on an on-going basis and updates it as necessary depending on various factors, including capital deployment and general industry conditions. The Company anticipates continuing to access equity markets and the use of joint ventures to fund continued exploration and development of its exploration and evaluation assets and the future growth of the business.

12. Financial instruments and risk management

Financial instruments

International Financial Reporting Standards 13, Fair Value Measurement, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:

Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 – inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).

The Company's financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities. The fair value of cash and cash equivalents is measured using level 1 inputs. For and accounts payable and accrued liabilities, the carrying values are considered to be a reasonable approximation of fair value due to the short-term nature of these instruments.

The Company's financial instruments are exposed to a number of financial and market risks, including credit, liquidity, foreign exchange, and interest rate risks. The Company does not currently have in place any active hedging or derivative trading policies to manage these risks since the Company's management does not believe that the current size, scale and pattern of its operations warrant such hedging activities.

Risk management

(a) Credit risk

Credit risk is the risk that a counterparty to a financial instrument will not discharge its obligations, resulting in a financial loss to the Company. The Company has procedures in place to minimize its exposure to credit risk. Company management evaluates credit risk on an ongoing basis including counterparty credit rating and other counterparty concentrations as measured by amount and percentage.

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F4 Uranium Corp.

Notes to the Condensed Interim Financial Statements

From the six-month period ending March 31, 2025

(Expressed in Canadian dollars - unaudited)

12. Financial instruments and risk management (continued)

The primary sources of credit risk for the Company arise from its cash and cash equivalents. The Company maintains its cash in federally regulated bank accounts. The Company has not suffered any credit losses in the past, nor does it expect to have any credit losses in the future.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations with respect to financial liabilities as they fall due (see Note 1). The Company's financial liabilities are comprised of accounts payable and accrued liabilities.

The Company frequently assesses its liquidity position by reviewing the timing of amounts due and the Company's current cash flow position to meet its obligations.

The Company's accounts payable and accrued liabilities arose as a result of general working capital and start-up costs. Payment terms on these liabilities are typically 30 to 60 days from receipt of invoice and do not generally bear interest.

The following table summarizes the remaining contractual maturities of the Company's financial liabilities.

	Maturity Dates	March 31, 2025	September 30, 2024
		$	$
Accounts payable and accrued liabilities	< 12 months	44,922	5,234

(c) Market risks

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or currency risk. The Company is not exposed to market risks.

(d) Interest rate risk

The Company's policy is to invest excess cash in guaranteed investment certificates ("GIC") at fixed or floating rates of interest and cash equivalents are to be maintained in floating rates of interest in order to maintain liquidity, while achieving a satisfactory return for shareholders. As at March 31, 2025, the Company held $28,750 (September 30, 2024 - $nil) in redeemable GICs accruing interest at a variable rate of prime, with a minimum rate of 2.95% (September 30, 204 - nil%). Fluctuations in interest rates impact the value of cash and cash equivalents. The Company manages risk by monitoring changes in interest rates in comparison to prevailing market rates.

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