How Uranium One Reworked Its Pasfield Lake and Foghorn Share Exchange

Uranium One Mining Corp. (CSE: UUU) has signed an amending agreement on its next acquisition and given itself a firm date to finish it. The amendment, effective October 27, keeps the purchase price in shares where it was and moves the deadline to October 31. With the cash already paid, the deal is down to its final conditions.

The deal brings two properties into the company. Pasfield Lake is a uranium prospecting permit in northern Saskatchewan. Foghorn is a block of old Crown-granted claims in British Columbia with a century of exploration behind it. Uranium One announced the purchase on June 26 and the amendment on October 28, both through TheNewswire.

What Uranium One is buying, and why Pasfield Lake leads

Uranium One is a small exploration company. It looks for uranium and battery metals and does not mine or sell anything. Its projects sit in Canada, Paraguay and Argentina, according to the company's own description in the October 28 release.

Pasfield Lake is the part of this deal that fits the uranium plan most directly. The permit covers about 4,400 hectares, roughly 44 square kilometres. The company places it about 60 km northwest of the Cigar Lake mine, which Cameco Corporation operates, and about 100 km northwest of the Collins Bay mining area.

A prospecting permit is a Saskatchewan licence to explore a large block of ground before any claims are staked on it. It gives the holder the exclusive right to explore the ground before claims are staked; no resource has been reported on the permit.

The company calls Pasfield Lake prospective for unconformity-related uranium. That is the style of deposit the Athabasca Basin is known for, where uranium collects at the boundary between flat sandstone and the older rock beneath it. The June 26 release says historical work in the wider area found uranium at surface and that modern exploration has been limited. Pasfield Lake has historical surface occurrences in its wider area and no modern drill results from the permit itself in the June 26 or October 28 releases. It also cautions, in its own words, that mineralization on nearby properties "is not necessarily indicative" of mineralization on this one.

Foghorn is smaller and older. It is about 40 Crown-granted claims over roughly 614 hectares. The company describes it as a polymetallic project, meaning one with several metals, where work since the early 1900s included mapping, drilling, underground development and metallurgical tests for uranium, fluorite and other minerals. The company says it has not independently verified that historical information.

The two properties add about 5,014 hectares.

Each comes with a royalty, a cut of revenue from any future production. The June 26 release sets Foghorn's at 3 per cent, with a right to buy back up to half of it for as much as C$1.5 million.

Pasfield Lake carries an existing royalty held by Canterra Minerals Corporation. The same release says it can be cut in half for C$1.0 million.

The amendment changes the price tag on the shares, and leaves the count alone

The structure is a share exchange. Uranium One buys all the shares of 1583644 B.C. Ltd., a private holding company that is acquiring both properties from their vendors. The holding company's shareholders then receive Uranium One shares.

The October 28 release lists four changes:

• The holding-company shares tied to Foghorn are split between two named recipients, 0782618 B.C. Ltd. and Bua Capital Management Ltd., subject to exchange approval.
• The deemed price of each Uranium One share issued falls from C$0.35 to C$0.20.
• The termination date moves from September 30, 2026 to October 31, 2026. The original date had passed by the time the parties signed on October 27, so the amendment revived the agreement as well as extending it.
• The legal description of the Foghorn property in the agreement's schedule is corrected.

The deemed price is the value per share the parties put on the deal for the exchange's records. It sets the headline value of the consideration. It does not change how many shares change hands.

The count stays at 27,060,000 Uranium One shares. At the old price those shares carried a deemed value of C$9.47 million. At C$0.20 they carry C$5.41 million. The number of shares, and so the dilution, is unchanged.

The new figure brings the deal's headline value much closer to where the shares trade. Uranium One closed at C$0.175 on October 29, down 2.78% on 125,307 shares against a 73,565-share average, per end-of-day data read at 13:58 Pacific on October 29; its 52-week low is C$0.105. At that price the consideration shares would be worth about C$4.74 million. The release does not give a reason for the lower deemed price.

The cash side is settled. The C$250,000 payment in the original terms is unchanged, and the release says it represents assignment fees the company has already paid under the Foghorn purchase agreement.

The balance sheet at June 30, 2026 carries that advance, with legal fees, as a deferred acquisition cost of C$265,659, according to Note 20 of the interim statements. No finder's fees or commissions are payable on the transaction, according to both releases.

Each step taken toward closing, and the steps that remain

The deal has moved in clear stages. Here is the sequence, as the company's documents set it out:

1. June 26, 2026: Uranium One announced the share exchange agreement, with 27,060,000 shares and C$250,000 in cash as the consideration.
2. By June 30, 2026: the company had advanced the cash portion, recorded as a C$265,659 deferred acquisition cost in its interim statements.
3. October 27, 2026: the parties signed the amending agreement, effective that day, and Uranium One announced it on October 28.
4. Still to come: approval from the Canadian Securities Exchange, and the closing of the two property purchases, which must happen before or alongside the share exchange.
5. October 31, 2026: the new termination date in the amended agreement.

The first three steps are done. The last two are conditions. The October 28 release states that the transaction may not close on the amended terms or at all, and that the conditions, including exchange approval, may not be met by October 31.

Paying in shares, and the money behind the work

Paying in shares lets a company with a small cash balance add meaningful ground while keeping its cash for exploration. It also increases the number of shares outstanding, as the table below sets out.

The numbers work out in three steps, using the share count in the interim statements at June 30, 2026:

Separately, 3,400,000 restricted share units were granted on October 23, 2026, according to that day's release.

The new shares would be about 40 per cent of the enlarged total. The restricted share units come on top. A restricted share unit is a promise of a share later, usually once a condition or a vesting date is met, and these were granted to officers, directors and consultants with a one-year term. If all of them became shares, they would add about 8.4 per cent to the June 30 count.

The company's market value at the October 29 close was about C$7.04 million. The figure is the C$0.175 price multiplied by the 40,251,352 shares outstanding at June 30, 2026, the count before the exchange.

Cash stood at C$2,868,144 at June 30, 2026, according to the interim statements, and total liabilities were C$244,593 on the same date. It is the latest balance the company has filed, and it predates both the amendment and the October 23 unit grant. Note 1 of those statements records a material uncertainty that may cast significant doubt on the company's ability to continue as a going concern, and the MD&A says the company expects to rely on future equity financing.

The exploration itself is funded by the spring financing. Uranium One closed a private placement on May 27, 2026 for gross proceeds of about C$3.01 million, of which about C$1.54 million was flow-through money, according to its closing release.

Flow-through shares are a Canadian structure. Investors pay a premium for shares that pass exploration tax deductions to them, and the company in turn has to spend the money on qualifying Canadian exploration by a set date. The interim statements put the remaining commitment at C$1,546,249 at June 30, 2026.

A geologist for the Athabasca season

The amendment came five days after a hire. On October 23 Uranium One engaged Adrian Huerta Ruiz as technical advisor for its Athabasca Basin uranium work.

The release describes him as a Saskatoon-based exploration geologist and a Certified Professional Geologist with the American Institute of Professional Geologists, with more than 14 years in mineral exploration and mining. It says he has logged and sampled core from Athabasca uranium projects, both in the sandstone and in the basement rock below it, and has run drill planning, mapping and quality-control work. The release does not name his past employers or disclose his fee.

His stated job is to give technical input as the company plans its coming Athabasca field season. Pasfield Lake, once closed, would sit in that same basin alongside Nucleon and Quark, the company's existing uranium ground.

The uranium price backdrop

The commodity behind the strategy remains strong. Cameco's published month-end figures put the uranium spot price at US$89.63 a pound at September 30, 2026. The price is quoted for U3O8, the standard uranium oxide product. Cameco's long-term contract price on the same date was US$96.50.

If the deal closes, Pasfield Lake would be explored into that firm market, about 60 km from Cigar Lake, one of the highest-grade uranium mines in the world.

Where the deal stands

Uranium One has signed the agreement, paid the cash and, on October 27, 2026, reset the terms so the share count holds and the deemed price sits closer to the October 29 trading price of C$0.175. Exchange approval and the two property closings are the remaining conditions, and the company's release cautions that they may not all be met by the new date. The next dated step is October 31, 2026, the amended termination date; beyond it, the company has named its coming Athabasca field season, for which it engaged its new technical advisor.