F3 Uranium : Q3 2024 Management's Discussion & Analysis

Management's Discussion & Analysis

F3 Uranium Corp.

For the Nine Months Ended

March 31, 2024

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Introduction

The following Management's Discussion and Analysis ("MD&A"), prepared as of May 30, 2024, should be read in conjunction with the condensed interim consolidated financials for the same period and the consolidated financial statements and accompanying notes of F3 Uranium Corp. (formerly Fission 3.0 Corp.) (the "Company") for the nine months ended March 31, 2024 and the audited year ended June 30, 2023 with relates notes thereto.

The Company's condensed interim consolidated financial statements have been prepared in accordance with IFRS, as issued by the International Accounting Standards Board ("IASB") as at March 31, 2024.

Additional information related to the Company is available for viewing on SEDAR at www.sedar.com. Further information including news releases and property maps are available on the Company's website at www.fission3corp.com, or by requesting further information from the Company's head office located at 750 - 1620 Dickson Ave., Kelowna, BC, Canada, V1Y 9Y2.

Forward looking statements

Statements in this report that are forward looking could involve known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Should one or more of these unknown risks and uncertainties, or those described under the headings "Cautionary notes regarding forward-looking statements" and "Risks and uncertainties" materialize, or should underlying assumptions prove incorrect, then actual results may vary materially from those described in forward-looking statements.

Scientific and technical disclosure

Scientific and technical information in this MD&A was reviewed and approved by Raymond Ashley, P. Geo., Vice President Exploration of the Company. Raymond Ashley is a "Qualified Person" as defined by Canadian National Instrument 43-101Standards of Disclosure for Mineral Projects ("NI 43-101").

Description of business

The Company was incorporated on September 23, 2013 under the laws of the Canada Business Corporations Act in connection with a court approved plan of arrangement to reorganize Fission Uranium Corp. ("Fission Uranium") which was completed on December 6, 2013 (the "Fission Uranium Arrangement").

The Company is a junior resource issuer engaged in the acquisition, exploration, and development of uranium resource properties in Alberta, and in the Saskatchewan's Athabasca Basin. The Company's primary objective is to locate, evaluate and acquire properties with the potential to host high grade uranium. The preference is to evaluate early stage properties with the potential to host high grade uranium at shallow depths and to finance their exploration and potential development by way of equity financing, joint ventures, option agreements or other means. Therefore, the Company engages in early stage land acquisitions and is a "Project Generator".

The Company has approximately 211,384 ha of exploration properties with uranium potential in Saskatchewan and Alberta in Canada.

The Company's award-winning management and technical team have a track record of acquiring highly prospective uranium properties, and successfully exploring and developing them for potential sale. By embracing the Project Generator model, the Company, through property option and joint venture agreements and technical expertise as operator, has the ability to attract financial partners.

The Company's common shares are listed on the TSX Venture Exchange under the symbol "FUU", the OTCQB marketplace in the U.S. under the symbol "FISOF" and the Frankfurt Stock Exchange under the symbol "2F3".

Page | 16

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Corporate goals

Overall

The Company's goals are to discover an economic uranium deposit through exploration and to develop it. In addition, the Company will use its award-winning technical team to continually identify, evaluate and stake mineral claims in the Athabasca Basin that are prospective for high-grade uranium for exploration at a later stage. The Company's properties are located primarily in and around Saskatchewan's Athabasca Basin, home of the richest uranium deposits in the world.

The Company's intent is to utilize specialized exploration surveys and interpretations that led to the successful discovery of Fission Uranium's shallow, high-grade uranium discovery at Patterson Lake South (PLS) to advance its properties. These include its innovative approach to ground EM and IP geophysical and radon surveys, underwater spectrometer analysis and radiometric airborne surveys; the same technology used to identify the high-grade boulder field at PLS.

Management continues to believe that long-termworld-wide uranium demand and the corresponding nuclear power plant build-out will require new uranium supply to meet this expected new demand. As such, management is highly optimistic about the long-term prospects for the uranium market and the Company remains committed to advancing its exploration plans in the Athabasca Basin to emulate the success of its predecessor companies, Fission Uranium and Fission Energy Corp. In addition, the Company will continue to examine joint venture, property acquisition, and other strategic corporate opportunities to enhance shareholder value.

Spin-out of F3 Uranium Corp.

On January 16, 2024, the Company announced that it has initiated steps to spin out (the "Spin-Out") 17 of the Company's prospective uranium exploration projects in the Athabasca Basin including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, 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") into a newly incorporated wholly-owned subsidiary to be named F4 Uranium Corp. ("F4"). The Patterson Lake North Property along with the Broach and Minto Properties (collectively, the "PLN Project"), totaling 39,946 hectares, will remain with F3. It is expected that the Spin-Out will be effected by way of a plan of arrangement (the "Arrangement"), under the Canada Business Corporations Act.

Summary of significant accomplishments and corporate developments for the period ended March 31, 2024

A new uranium discovery at the PLN Property, named the JR Zone, was made in the second drill hole of the fall program. PLN22-035 is a 730 m step-out from a weakly mineralized drillhole, PLN14-019, drilled in 2014. Uranium assay results from the discovery hole PLN22-035 at PLN, returned one continuous

15.0 m interval averaging 6.97% U3O8 including a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

Page | 17

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Exploration properties

A list of the Company's uranium exploration properties, their current project status and their carrying value as at March 31, 2024 is shown below. This table excludes the 37 claims at Hobo Lake which was subsequently exchanged for another set of claims on January 22, 2024; the carrying value of Hobo Lake at March 31, 2024 was $949,675. See Note 8(d)(ii) of the nine months ended March 31, 2024 financial statements, and further discussion below.

Property	Location	Ownership	Claims	Hectares	Stage	Carrying value
PLS Area
Clearwater West	Athabasca Basin Region, SK	100%	3	11,786	3	225
Patterson Lake North	Athabasca Basin Region, SK	100%	2	4,074	3	46,124,514
Broach	Athabasca Basin Region, SK	100%	17	19,023	3	951,498
Minto	Athabasca Basin Region, SK	100%	23	19,864	3	788
Wales Lake	Athabasca Basin Region, SK	100%	31	42,134	3	1,274,478
Smart Lake	Athabasca Basin Region, SK	100%	3	1,870	1	863
Todd	Athabasca Basin Region, SK	100%	4	9,704	2	24,592
James Creek	Athabasca Basin Region, SK	100%	2	1,089	1	-
Total: PLS Area			85	109,544		48,376,958
Key Lake Area
Bird Lake	Athabasca Basin Region, SK	100%	1	1,803	2	270,071
Grey Island	Athabasca Basin Region, SK	100%	22	47,912	1	35,193
Lazy Edward Bay	Athabasca Basin Region, SK	100%	11	1,828	3	54,431
Seahorse Lake	Athabasca Basin Region, SK	100%	3	7,519	2	185,591
Henderson Lake	Athabasca Basin Region, SK	100%	1	1,427	1	-
Total: Key Lake Area			38	60,489		545,286
Beaverlodge/Uranium City Area
Beaver River	Athabasca Basin Region, SK	100%	9	7,599	2	286,883
Hearty Bay	Athabasca Basin Region, SK	100%	7	11,173	3	196,134
Total: Beaverlodge/Uranium City Area		16	18,772		483,017
Northeast Athabasca Basin Area
Bell Lake	Athabasca Basin Region, SK	100%	1	2,225	1	-
Cree Bay	Athabasca Basin Region, SK	100%	16	14,080	3	1,053,922
Flowerdew Lake	Athabasca Basin Region, SK	100%	4	5,664	1	11,402
Murphy Lake	Athabasca Basin Region, SK	100%	8	609	3	3,899,587
Total: Northeast Athabasca Basin Area		29	22,578		4,964,911
Totals			168	211,383		54,370,172

Exploration Stage:

1. Prospecting
2. Line Cutting, Geophysical Exploration (including IP and EM surveys), Rock and Soil Sampling,
3. Drilling

Within the Athabasca Basin Region, the Company's properties are all located in areas that are prospective for near surface uranium mineralization in both basement and unconformity hosted models. The emphasis for land selection has been on identifying shallow hosted mineralization potential in conjunction with underlying structural and alteration features associated with appropriate lithologic units, with a focus on being near historic mining districts (such as Beaverlodge / Uranium City in northwestern Athabasca Basin region and Key Lake area in the eastern Athabasca Basin region) or emerging major mining districts (such as the south-western Athabasca Basin region). As such, property locations tend to be proximal to the Athabasca Basin margins. Three geographic areas represent a key focus area and these include:

1. PLS Area: Includes 109,544 ha in eight properties.
2. Key Lake Area: Includes 60,489 ha in five properties.
3. Beaverlodge/Uranium City Area: Includes 18,772 ha in two properties.

Page | 18

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Exploration properties (continued)

There are four other highly prospective properties within the Athabasca Basin Region in Saskatchewan which fall outside these three geographical areas, all situated in geologically attractive settings that indicate the potential to host uranium mineralization.

PLS Area, Canada

The PLS area has been the focus of two of the most significant, recently discovered deposits in the Athabasca Basin; Fission Uranium's Triple R and NexGen Energy's Arrow deposits, and more recently the JR Zone on the Company's PLN Property. The area is considered an important, major emerging uranium mining district of the Athabasca Basin. The PLS Area portfolio consists of 85 claims and 109,544 ha on eight properties. The PLN property is considered the most advanced and is located approximately 17 km to the north of Fission Uranium's Triple R deposit.

Recent developments on the PLS Area properties include:

Clearwater West Property

The Clearwater West property (CWW) encompasses three contiguous claims covering 11,786 ha. The uranium mineralization model that is envisioned for the CWW property is analogous to the structurally controlled Athabasca Basin unconformity deposits. These deposits are generally associated with hydrothermally altered, structurally controlled metasedimentary lithology, which appears as magnetic lows on geophysical surveys.

Between 2013 and 2015 various airborne and ground geophysics programs were conducted to investigate and evaluate the subsurface properties. The goal was to assist in assessing exploration potential and identifying drill targets. In 2013, a high-resolution magnetic and radiometric airborne survey was completed over the entire property. In 2014, an airborne VTEM magnetic and electromagnetic (EM) geophysical survey identified several EM conductors on the property's east side. These may represent on-strike continuation of the EM conductors seen on the PLS property immediately to the north. In 2015, a DC resistivity and EM ground geophysical survey prioritized drill locations over eight separate EM conductors.

In 2015, a three-hole drill program spanning 534 m was completed. Drilling intersected wide intervals of hydrothermal alteration and structural features and locally narrow anomalous radioactivity, with a peak of 2,333 cps over 0.1 m (measured from a down-hole gamma probe).

In May 2023 an option agreement was entered into with SKRR Exploration Inc. respecting an option for SKRR to acquire up to a 70% interest in the property.

Patterson Lake North (PLN) Property

The PLN property consists of 2 claims covering 4,074 ha and is located 17 km to the north of Fission Uranium's PLS high-grade Triple R uranium deposit. The PLN Property hosts the recently discovered JR Uranium Zone.

A summary of exploration activity on the PLN property is as follows:

During winter 2014, radon-in-water and radon-in-sediment samples from Hodge Lake and Harrison Lake were collected and analyzed for radioelement content. Results were inconclusive.

Over the winter and summer of 2014, a total of 10 diamond drill holes were completed on the A1, B1 (aka A1B), A3 and A4 conductors totaling 4,118 m of drilling. The most significant result came from drill hole PLN14-019, which tested the A1 EM conductor. This hole encountered anomalous radioactivity confirmed with geochemical analysis and assayed 0.047% U3O8 over 0.5 m. These results increased the potential of the A1 conductor to host high-grade uranium mineralization.

Page | 19

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Exploration properties (continued)

PLS Area, Canada (continued)

Patterson Lake North Property (continued)

In February 2019, the Company completed a winter drill program. The program drilled a total of 2,051 m in six completed holes and two holes that were abandoned due to poor ground conditions. The drilling focused on the northwest-southeast trending A1 basement hosted EM conductor. Previous drilling in 2014, including hole PLN14-019 (6.0 m @ 0.012% U3O8), indicated the conductive corridor to be prospective for mineralization. All six holes encountered strong hydrothermal alteration over variable widths and several narrow radiometric anomalies, including a downhole radiometric peak of 1,382 cps (PLN19-026), often a key signature of mineralized systems. The A1 conductive corridor remains prospective to the south, and PLN hosts multiple drill targets that remain untested on the property and will be the subject of future exploration.

From January to June 2022 DC Resistivity and TDEM surveying was carried out on the G4 grid, an area on the west side of the PLN Property where the southeast trending A1 conductor had been previously identified through geophysical surveying and limited drilling. The 13.95 line-km of DC Resistivity and

4.9 line-km of Small Moving Loop TDEM were designed to extend coverage of the A1 conductor to the west boundary of the Property.

The fall drilling program began on November 10, 2022. One sonic and two diamond drills commenced on the previously undrilled 800 m northwest strike extension of the A1 conductor, which is approximately three-kilometers-long. The second drill hole of the fall program led to a new uranium discovery, named the JR Zone.

PLN22-035, a drill hole located 730 m away from a weakly mineralized drillhole (PLN14-019) drilled in 2014, targeted the ground Time Domain Electromagnetic (TDEM) A1 conductor. The first follow-up drill hole to this new high-grade discovery, PLN22-038, intersected 3.48 m of total composite mineralization with greater than 10,000 cps. This included 2.5 m of total off-scale radioactivity (>65,535 cps), which occurred as pitchblende patches. Furthermore, two out of three follow-up holes intersected significant radioactivity. PLN22-040 was along strike from the discovery hole, and PLN22-041 was up-dip from PLN22-038.

Uranium assay results from the discovery hole PLN22-035 at PLN returned one continuous 15.0 m interval averaging 6.97% U3O8. This includes a high-grade 5.5 m interval averaging 18.6% U3O8 and an ultra high-grade core assay of 59.2% over 1.0 m.

A winter program of step-out drilling started on January 3, 2023. The program used a sonic drill to case holes through overburden and a diamond drill to complete the holes through bedrock. The aim was to test for continuation of mineralization along the JR Zone (A1 Shear) along strike, and up and down dip. The program completed 21 holes, with an additional three holes cased through the overburden in preparation for an anticipated summer 2023 drill schedule.

Highlights included DDH PLN23-060, which was collared on line 060S and intersected the strongest radioactivity to date with 5.00 m of 26.7% U3O8 between 243.0 m and 248.0 m. This includes 3.5 m of 37.1% U3O8 and 1.0 m of 57.6% U3O8. Holes PLN23-061 and PLN23-062 were cored 75 m and 90 m respectively to the south of the JR Zone discovery hole, with PLN23-061 returning assays of 4.6% U3O8 over a 12.5 m interval including a high-grade 5.0 m interval averaging 10.9% U3O8, which further included a 3.0 m interval grading 16.1% U3O8. PLN23-062 intersected a high-grade core of 15.0% U3O8 over a core length of 1.0 m.

This drilling program, spanning 7,575 m expanded the known length of the JR Zone to 105 m.

Page | 20

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Exploration properties (continued)

PLS Area, Canada (continued)

Patterson Lake North Property (continued)

In June 2023 an airborne Lidar survey was commissioned over the property to provide detailed DEM values. A total of 983.8 hectares was surveyed over the newly discovered JR Uranium Zone.

Mobilization with two diamond drills commenced on June 7, 2023 for a planned 30 hole summer drill program to expand on the highly successful winter drill results at the JR Zone.

Highlights of the summer program included hole PLN23-068 on line 060S which returned 18.0 m of 8.8% U3O8, including a high grade 11.5 m interval averaging 13.7% U3O8, further including an ultra- high-grade core of 4.5 m of 30.1% U3O8. Also hole PLN23-079 on line 045S which returned 12.0 m of 10.3% U3O8, including a high grade 6.5 m interval averaging 18.9% U3O8, further including an ultra- high-grade core of 2.5 m of 38.8% U3O8. Holes PLN23-073 & PLN23-074 tested for mineralization up- dip of previous intercepts and both holes intersected anomalous radioactivity within 8 m of the unconformity. PLN23-073 on line 060S returned 8.5 m of 2.14% U3O8, including a high grade 1 m interval of 17.2% U3O8. PLN23-074 on line 075S returned 15.0 m of 0.37% U3O8, including higher grade 0.5 m intervals of 2.58% U3O8 and 1.64% U3O8.

The B1 conductor/shear zone area, to the south of the JR Zone/A1 conductor, represents an area of widespread structural complexity with evidence of significant reactivated reverse structures into the sandstone. Hole PLN23-078 first confirmed the B1 conductor as corresponding to a major shear zone. Hole PLN23-093 tested B1 and returned a 2.0 m interval with significant individual boron values between 3,000 ppm and 10,000 ppm. Boron values over 5,000 ppm have previously only been intersected on the property within Athabasca Sandsone immediately above the JR Zone, 3.5 km away. Hole PLN23- 095 was the first hole to intersect anomalous radioactivity at B1, 840 m to the north of PLN23-093.PLN23-095 on line 2610S intersected 0.5 m of 300 cps radioactivity from 610 m to 610.5 m.

By September 19, 2023 the summer program was concluded with a total of 14,291.4 m in 30 completed diamond drillholes and 44 sonic drill pre-casings.

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the entirety of the PLN Property. Preliminary survey results indicate that the prospective conductive corridor which hosts the JR Zone discovery at its north end now has a one third increase in total strike length to 4.9 km, displaying an extension of 1.3 km further to the SE than the previously defined historical A1 and parallel and offset B1 conductors. Final interpreted results are pending.

In October 2023, Dias Geophysical of Saskatoon commenced a Dias32-3DIP ground resistivity survey. The purpose of the survey was to obtain a signature over the JR Zone and to develop targets for drilling in 2024 over the B1 conductor and the newly defined 1.3 km extension to the southeast. The area to be surveyed was based on an interpretation of the 2D results of the airborne MobileMT electromagnetic survey conducted in July 2023. The work was completed in early February 2023 and results are pending processing and interpretation by Geotexera Inc.

The fall diamond drill program followed immediately upon the heels of the summer program, commencing with hole PLN23-101.PLN23-102, collared 3.4 km south of the JR Zone on line 3450S, was the second hole to intersect anomalous radioactivity along the recently discovered B1 Shear Zone. The hole encountered 96 m of cumulative core loss in the Athabasca sandstone between 176 m and 338 m and 0.5 m of 79 ppm uranium from 411.5 m to 412 m. Follow-up hole PLN23-105 on the same grid line returned 7.5 m of 48 ppm uranium between 528.5 m and 535.0 m, including 0.5 m of 137 ppm uranium from 531.5 m to 532.0 m.

Page | 21

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Exploration properties (continued)

PLS Area, Canada (continued)

Patterson Lake North Property (continued)

JR Zone drilling returned the highest assay to date within hole PLN23-110 on line 015S, with 2.0 m of 42.4% U3O8 from 226.0 m to 228.0 m, including 1.5 m of 55.4% U3O8 and 0.5 m of 66.8% U3O8. PLN23- 101 extended mineralization up-dip on grid line 015S with 11.5 m of 0.76% U3O8 from 218.5 m to 230.0 m, including 1.5 m intervals of 1.77% U3O8 and 2.64% U3O8. Other notable intercepts include hole PLN23-112 on line 060S with 8.0 m of 1.03% U3O8 between 229.0 m and 237.0 m, including 0.5 m of 13.2% U3O8, and 3.5 m of 4.24% U3O8 between 237.0 m and 240.5 m, including 0.5 m of 20.0% U3O8.

The fall 2023 drill program concluded on December 11, 2023 with a total of 8,550.5 m in 15 completed diamond drillholes and 31 completed sonic drill pre-casings.

The winter drill program ran between January - April 2024 and totaled 30 diamond drillholes for a total drill meterage of 12,100 m. The JR Zone continued to deliver high-grade intercepts including PLN23- 137 with 18.5 m of anomalous radioactivity including a 1.25m intersection of composite off-scale (> 65,535 cps) mineralization. Considerable undrilled gaps remain open for exploration along the A1 main shear. Drilling along the B1 shear zone resulted in five drillholes that intersected anomalous radiation over a strike length of 600 m. Drill hole PLN24-133 targeted an area near the northwest end of the B1 shear zone and encountered a 120 m thick strongly altered and deformed basement wedge within the sandstone. An extremely graphitic structure was intersected within the basement wedge and in all follow up drilling on section and along strike. This offsetting reverse structure appears discordant to the B1 main shear and is likely related to the Harrison fault, a significant regional structure that played an important role in the developemnt of the Athabasca Basin.

During January-February 2024 65.6 line-kms of fixed loop surface SQUID electromagnetic coverage was completed to cover the B1 conductor/shear and southwest toward the A3 conductor. Interpreted results of this survey are pending.

A ground gravity survey covering sections of the A1 & B1 shear, and known conductors to the south, has been ongoing during the winter/spring of 2024. Results are pending.

Broach Property

The Broach Property comprises 17 claims totaling 19,023 hectares and is located contiguous to the south of the PLN Property, and 5.5 km north of the Triple R Uranium Deposit.

The Broach Lake EM conductors are situated nine kilometers to the north, adjacent and parallel to EM conductors of the Patterson Lake Structural Corridor, host to Fission Uranium's Triple R deposit and NexGen's Arrow Deposit.

During winter-spring 2014 a total of 31.5 km of moving loop time domain EM (MLTEM) and 34.0 km of induced polarization-DC resistivity (DCRES) surveying was completed to define drill targets on the conductors.

An additional 12.9 km of MLTEM and 16.0 km of DCRES were completed during winter 2022.

This was immediately followed up by five diamond drill holes totaling 3,015 m that targeted electromagnetic conductors and suspected 'sandstone chimney' alteration that was indicated by the ground geophysical surveys. Hole PLN22-031 completed at Broach Lake intersected anomalous radioactivity of 510 cps, measured with a handheld RS-125 scintillometer, and a peak of 2,382 cps with the down-hole gamma survey. The anomalous results are associated with a narrow, brecciated fault zone. A 30 m wide graphitic mylonitic fault zone was encountered a further 150 m down-hole. The first

Page | 22

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Exploration properties (continued)

PLS Area, Canada (continued)

Broach Property (continued)

two holes at Broach Lake (PLN22-028 and 030B) encountered visible dravite, often found in association with uranium mineralization.

In June 2023, an airborne Lidar survey was commissioned in the northwest section of the property to provide detailed DEM values. A total of 451.5 hectares was surveyed.

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered most of the Broach Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

In January 2024 two claims were appended to the southwest corner of the property after a land swap deal with CanAlaska Uranium Ltd.

Minto Property

The Minto Property comprises 23 claims totaling 19,864 hectares and is located contiguous to the north of the PLN Property.

In 2013, a VTEM MAX survey was conducted over the Minto Property. This survey revealed a strong 'late time' EM conductor with significant offsets, indicating cross structure. This sinuous feature, known as the 'N' conductor, is believed to extend onto the Minto Property in two locations. Ground follow up geophysical surveys indicated a wide complex conductor system that may consist of individual conductors that are not yet uniquely resolved.

A single test line of ground magneto-tellurics (MT) was completed over the 'N' conductor in October 2013.

During winter-spring 2014 surveys in the A4 Extension area and the 'N' conductor area included 27 km of moving loop time domain EM and 61.2 km of induced polarization-DC resistivity, conducted in order to define drill targets.

In winter 2022 a single diamond drill hole (PLN22-029) was completed on the 'N' conductor target. A total of 1,157 m was drilled. The unconformity was intersected at a depth of 675.9 m and the drill hole intersected multiple structures in the basement gneisses within a 91 m core interval that were strongly graphitic, in very broken sections of core displaying cataclastic and mylonitic textures indicative of both ductile shearing and brittle faulting. Anomalous radioactivity of 300 cps measured with a handheld RS- 125 scintillometer was encountered in the drill hole at a depth of 783.3 m.

In July 2023, an airborne magneto-telluric (MT) survey was completed that covered the south part of the Minto Property. The intention was to map structure and conductivity at depth and attempt to discern valid data beneath shallow horizontal conductive cretaceous layers. Results are pending.

Smart Lake Property

The Smart Lake Property consists of three claims covering 1,870 ha. It is approximately 25 km northwest of, and roughly on trend with, the recently discovered PLN JR Uranium Zone. There is no recorded historic groundwork within the property claims, but nearby historic drilling indicates a bedrock unconformity depth in the range of 250 m.

Wales Lake Property

The Wales Lake Property consists of 31 claims in a single geographic block totaling 42,134 ha. It is located outside the margin of the southwest Athabasca Basin. The Wales Lake claims are situated approximately 25 km to the south and west of Fission Uranium's flagship Triple R uranium deposit and

Page | 23

F3 Uranium Corp.

(formerly Fission 3.0 Corp.)

Management's Discussion and Analysis

For the nine months ended March 31, 2024

(Expressed in Canadian dollars, unless otherwise noted)

Exploration properties (continued)

PLS Area, Canada (continued)

Wales Lake Property (continued)

occupies the same stratigraphic position within the Clearwater Domain. The Wales Lake project represents relatively shallow depth target areas outside of the margin of the Athabasca Basin.

In summer 2017, the Company contracted Geotech Ltd. to use their helicopter-borne VTEM system to survey a total of 1,546 line-km at 200 m line-spacing over the Wales Lake claims within Blocks A & C.

A ground geophysical small moving loop electromagnetic survey was conducted by Discovery Geophysics Inc., in November 2018 within the Block C area. Nine grid lines were surveyed for a total of 21.5 km. Survey lines targeted prospective anomalies interpreted from the 2017 airborne VTEM survey. As a result of analysis of both surveys, a claim of 5,547 ha was staked in December 2018 to capture prospective ground on the southwest corner of Block C.

In December 2018, follow-up drilling within Block C targeted anomalies as interpreted from the ground electromagnetic survey. The drilling resulted in two completed holes totaling 586 m. The intersected lithologies were gneissic with intervals of moderate to strong hematite and chlorite alteration. Hole WL18-002 encountered a 0.5 m interval of anomalous radioactivity associated with a pegmatite vein.

In June 2019 a small moving loop TEM survey was conducted over a distance of 3.2 km on a single line in the northwest claim block (Block A). The purpose was to better delineate VTEM conductors.

Subsequently in July and August 2019 a VTEM survey was flown over two distinct claim blocks, B and C, covering a total area of 1,096 km. The survey successfully identified several conductive packages. Ground follow-up is necessary for complex conductors and P-type responses to establish drill targets.

Todd Property

The Todd Property encompasses four claims covering 9,704 ha. Its eastern boundary aligns with the Fission Uranium Corp.'s PLS Property, which hosts the Triple R uranium deposit. Like the PLS Property, the Todd Property lies outside the Athabasca Basin's sediment cover. Most of the Property overlies granites of the Clearwater Domain and high metamorphic grade orthogneisses of the Lloyd Domain.

Historically, minimal exploration work was conducted until 2013. During this year, Dale Resources Corp. (DRC) and Aldrin Resources Corp. (ARC) flew a high-resolution magnetic and electromagnetic (VTEM) airborne survey. This was done in tandem with an airborne spectrometer survey. Five areas within the Todd Property boundaries were selected for ground follow-up due to their anomalous uranium (ppm) values. It remains unclear whether any subsequent groundwork was carried out.

In 2016, DRC/ARC flew an airborne audio frequency electromagnetic (AFMAG ZTEM) survey over the south half of the Property. The interpretation of this survey revealed two zones indicating deep basement conductors extending into the sedimentary sections. Both zones are flanked by basement uplift and structure, as inferred from airborne magnetics.

James Creek Property

The James Creek Property was map-staked in January 2024 and comprises two non-contiguous claims covering 1,089 ha. The property is 43 km northeast of the PLN JR uranium zone, and 20 km southeast of the Shea Creek uranium deposits (four zones containing 67.57 Mlbs of U3O8 Indicated and 28.06 Mlbs U3O8 Inferred). The James Creek area is characterized by north-northwest trending strike- extensive electromagnetic conductors, associated with a wide magnetic low that may be indicative of favourable metasediment lithologies. The property has seen minimal recent exploration efforts and no historic drilling.

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