Future Fuels Announces Brokered Offering for Gross Proceeds of Up to C$8 Million
VANCOUVER, BC / ACCESS Newswire / October 8, 2026 /Future Fuels Inc.(TSXV:FTUR)(OTCQX:FTURF)(FWB:S0J) ("Future Fuels" or the "Company") is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc. ("Red Cloud") to act as sole agent and bookrunner in connection with a "best efforts" private placement (the "Marketed Offering") for aggregate gross proceeds of up to C$8,000,000 from the sale of the following:
- units of the Company (each, a "Unit") at a price of C$0.32 per Unit, subject to the minimum sale of 6,250,000 Units for minimum gross proceeds of C$2,000,000 from the sale of Units; and
- flow-through units of the Company (each, a "FT Unit") at a price of C$0.38 per FT Unit.
Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a "Unit Warrant"). Each FT Unit will consist of one common share of the Company to be issued as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a "FT Share") and one-half of one common share purchase warrant (each whole warrant, a "FT Unit Warrant"). Each Unit Warrant and FT Unit Warrant shall entitle the holder to purchase one common share of the Company at a price of C$0.45 at any time on or before that date which is 36 months after the Closing Date (as herein defined). The Unit Warrants shall not be exercisable until the date which is 61 days from the date of their issuance.
The Company also grants Red Cloud an option, exercisable in full or in part up to 48 hours prior to the closing of the Marketed Offering, to sell up to an additional C$2,000,000 in any combination of Units and FT Units at their respective offering prices (the "Agent 's Option"). The Marketed Offering and the securities issuable upon exercise of the Agent 's Option shall be collectively referred to as the "Offering".
The Company intends to use the net proceeds from the sale of the Units for the exploration of the Company 's Hornby Basin Project, the Company 's properties in Hatchet Lake in northern Saskatchewan, as well as for working capital and general corporate purposes, as is more fully described in the Offering Document (as herein defined).
The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Company 's projects on or before December 31, 2027. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2026.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Units will be offered for sale to purchasers resident in the provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan (the "Canadian Selling Jurisdictions") pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). The securities issuable from the sale of the Units are not expected to be subject to resale restrictions in accordance with applicable Canadian securities legislation. The Units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended(the "U.S. Securities Act").
The FT Units will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under NI 45-106 in the Canadian Selling Jurisdictions. All securities not issued pursuant to the Listed Issuer Financing Exemption will be subject to a hold period in Canada ending on the date that is four months plus one day following the Closing Date (as defined below).
There is an offering document (the "Offering Document") related to the offering of Units under the Offering that can be accessed under the Company 's profile at www.sedarplus.ca and on the Company 's website at: www.futurefuelsinc.com. Prospective investors in the Units should read this Offering Document before making an investment decision in the Units.
The Offering is scheduled to close on October 22, 2026 or such other date as the Company and Red Cloud may agree (the "Closing Date"). Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
The securities to be offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Future Fuels Inc.
Future Fuels ' principal asset is the Hornby Project, covering the entire 3,407 km² Hornby Basin in north-western Nunavut, a geologically promising area with over 40 underexplored uranium showings, including the historic Mountain Lake System. Additionally, Future Fuels holds the Covette Project in Quebec 's James Bay region, comprising 65 mineral claims over 3,370 hectares.
On Behalf of the Board of Directors
~Rob Leckie~
Rob Leckie
CEO and Director
Future Fuels Inc.
info@futurefuelsinc.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements regarding the Company 's exploration and development plans with respect to its projects, the Company 's anticipated business and operational activities, and statements regarding the Offering including, without limitation, the closing of the Offering (including the receipt of regulatory approvals for the completion of the Offering) and the size of the Offering, including any exercise of the Agent 's Option, the intended use of proceeds of the Offering, the filing of the Offering Document and the tax treatment of the FT Shares that may be issued in connection with the sale of FT Units. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company 's expectations include, but are not limited to, the inherently unpredictable nature of resource exploration, market conditions and the risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect, and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward- looking statements as expressly required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Red Cloud Securities Inc.
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