Latitude Uranium Inc. (CSE: LUR) (OTCQB: LURAF) (FRA: EI1) is pleased to announce that it has closed its previously announced “bought deal” brokered private placement announced on November 8, 2023, pursuant to which LUR sold 27,272,728 flow-through units of the Company at a price of C$0.22 per FT Unit for gross proceeds of C$6,000,000, which includes the full exercise of the Underwriters’ over-allotment option. The Offering was conducted by a syndicate of underwriters, co-led by Red Cloud Securities Inc., as sole bookrunner, and Haywood Securities Inc., and including PI Financial Corp.

Each FT Unit consists of one common share of LUR to be issued as a “flow-through share” within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each Warrant entitles the holder to purchase one common share of the Company at a price of C$0.30 per Warrant Share at any time on or before November 28, 2025.

The proceeds from the issuance of FT Shares are expected to be used to incur eligible “Canadian exploration expenses” as defined in the ITA that will qualify as “flow-through critical mineral mining expenditures” as defined in the ITA and LUR will renounce the Canadian exploration expenses (on a pro rata basis) to each subscriber of FT Units with an effective date of no later than December 31, 2023 in accordance with the ITA. The proceeds from the Offering are expected to be used for exploration of the Company’s Angilak Project in Nunavut.

The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange. The securities issued pursuant to the Offering will be subject to a hold period of four-month and one day from the closing date of the Offering.

In connection with the Offering, the Underwriters received a cash fee in the amount of $360,000 representing 6.0% of the gross proceeds of the Offering, and were issued 1,636,363 non-transferable broker warrants, representing 6.0% of the aggregate number of FT Units sold under the Offering. Each Broker Warrant is exercisable to acquire one common share of the Company at a price of C$0.30 per share for a period of 24 months after the closing date of the Offering.

None of the securities to be issued pursuant to the Offering have been or will be registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Related Party Disclosure

Philip Williams, the Executive Chairman and director of the Company, John Jentz, the Chief Executive Officer and director of the Company, and Richard Patricio, the Lead Director of the Company, participated in the Offering, acquiring an aggregate of 2,250,909 FT Units on the same terms as other investors for gross proceeds to the Company of $495,200. The Insider Participation constitutes a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the Insider Participation under MI 61-101 in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the Insiders Participation being below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company did not file a material change report 21 days prior to the expected closing date of the Offering as the details of the Insider Participation in the Offering had not been finalized at that time. The Offering has been approved by the board of directors of the Company with each of Messrs. Williams, Jentz and Patricio having disclosed his interest in the Offering and abstaining from voting thereon. The Company has not received nor has it requested a valuation of its securities or the subject matter of the Insider Participation in the 24 months prior to the date hereof.

Option Grant

The Company has granted an aggregate of 4,800,000 stock options to certain directors, officers and employees of the Company pursuant to LUR’s long-term omnibus incentive plan. Each option is exercisable to acquire one common share of LUR at an exercise price of C$0.17 for a period of five years, subject to the approval of the Canadian Securities Exchange.

About Latitude Uranium Inc.

Latitude Uranium is exploring and developing two district-scale uranium projects in Canada. Our primary focus is expanding the resource base at Angilak, which ranks amongst the highest-grade uranium deposits globally, outside of the Athabasca. Additionally, we are advancing the CMB Project, situated in the prolific Central Mineral Belt in central Labrador adjacent to the Michelin Deposit, with numerous occurrences of uranium, copper and potential IOCG style mineralization.