Uranium Financing - 8% Finder's Fee or Commission with Brokers

Private Placement for up to 34,000,000 NFT Units and
13,333,333 Flow-Through Units
for a total of 47,333,333 Equity Units
OCTOBER 2024
(All dollar references herein are in Canadian dollars)

Offering:
The sale of up to 13,333,333 flow-through units (each a “FT Unit”) at $0.06 per FT Unit for gross proceeds of up to $800,000 and the sale of up to 34,000,000 non-flow-through units (each a “NFT Unit”) at $0.05 per NFT Unit for gross proceeds of up to $1,700,000 on a non-brokered private placement basis.

Finder's Fee:
Subject to compliance with applicable laws and TSX Venture Exchange (the “TSXV”) approval, the Issuer may pay a finder's fee or commission of up to 8% to persons who assist in the introduction of investors to the Issuer, which without limiting the foregoing may include cash, common shares and/or warrants.

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Use Of Proceeds:
Funds raised will be utilized for the advancement of the company's uranium projects, including permitting on the U.S. projects and drilling at the Bleasdell Lake property, as well as for the general working capital.

Price Per Unit: CDN $0.06 per FT Unit and $0.05 per NFT Unit.

Type of Security:
Each Flow-Through Unit consists of one (1) Flow-through Common Share and One (1) transferable Warrant. Each Warrant entitles the holders to purchase an additional non-flow-through common share for a period of 24 months from issuance at an exercise price of $0.10 per non-flow-through Common Share. 

Each NFT Unit consists of one (1) Common Share and One (1) transferable Warrant. Each Warrant entitles the holders to purchase an additional non-flow-through Common Share for a period of 24 months from issuance at an exercise price of $0.10 per non-flow-through Common Share.

Flow-Through Expenditures:
The Company will use the proceeds from the sale of the Flow-Through Units to incur flow-through expenditures which qualify as 100% Canadian Exploration Expense (“CEE”), in the Province of Saskatchewan and will renounce said flow-through expenditures to the investors for the taxation year ending December 31, 2024. For subscribers residing in Saskatchewan, they will be eligible for maximum deductions for Saskatchewan income tax purposes.

Resale Restrictions:
The common shares issued in this private placement will be subject to the standard four (4) month hold period required by an Exchange Issuer under Section 74(2) (18) of the Securities Act.

Closing:
One business day following receipt of all regulatory acceptances. All subscriptions for Common Shares are anticipated to be completed and accepted by the Company on or before November 19, 2024, or such later or earlier date or dates as agreed to by the Company (the “Closing Date”).

Purchaser Qualifications:
The offering is open to residents of Canada in accordance with private placement exemptions who are “accredited investors” under applicable securities legislation and to qualifying investors in jurisdictions in the US and outside of North America and such other jurisdictions as the Company may approve (collectively, the “Qualifying Jurisdictions”).

THIS PRELIMINARY TERM SHEET SUMMARIZES THE PRINCIPAL TERMS OF THE PROPOSED FINANCING OF ATOMIC MINERALS CORP. INVESTORS; THIS TERM SHEET IS FOR DISCUSSION PURPOSES ONLY; THERE IS NO OBLIGATION ON THE PART OF ANY NEGOTIATING PARTY UNTIL A DEFINITIVE SUBSCRIPTION AGREEMENT IS SIGNED BY ALL PARTIES. THIS TERM SHEET IS SUBJECT TO APPLICABLE CANADIAN AND UNITED STATES SECURITIES LAWS.