Mr. Dev Randhawa reports

F3 ANNOUNCES CLOSING OF PRIVATE PLACEMENTS FOR AGGREGATE GROSS PROCEEDS OF C$12 MILLION

F3 Uranium Corp. has closed its previously announced bought deal private placement and non-brokered private placement for aggregate gross proceeds of $12-million. Collectively, the company sold 25,531,915 flow-through units of the company at a price of 47 cents per FT unit.

Under the brokered private placement, the company sold 21,276,596 FT units at the offering price for gross proceeds of $10-million, which included the full exercise of the underwriters' overallotment option. Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters that included Haywood Securities Inc., Sprott Capital Partners and Eight Capital Corp.

Under the non-brokered private placement, the company sold 4,255,319 FT units at the offering price for gross proceeds of $2-million.

Each FT unit consists of one common share of the company 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 whole warrant shall entitle the holder to purchase one common share at a price of 47 cents at any time on or before May 26, 2026.

The expenditures to be renounced in respect of the common shares comprising the FT units will qualify as flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the Income Tax Act (Canada) and a flow-through mining expenditure as defined in paragraph 2(2)(d) of The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan).

A total of 10,638,298 FT units that were sold under the brokered private placement were sold by way of the listed issuer exemption under National Instrument 45-106 -- Prospectus Exemptions in all the provinces of Canada with the exception of Quebec. The common shares issuable from these 10,638,298 FT units are freely tradeable pursuant to applicable Canadian securities legislation. The remaining 14,893,617 FT units that were sold under the brokered private placement and non-brokered private placement were offered by way of the accredited investor and minimum amount investment exemptions under National Instrument 45-106 -- Prospectus Exemptions in the selling jurisdictions. The common shares issuable from the sale of these 14,893,617 FT units are subject to a restricted period in Canada ending on Sept. 26, 2023.

In connection with the brokered private placement, the company paid to the underwriters an aggregate cash commission of $592,500, equal to 6 per cent of the gross proceeds raised under the brokered private placement (except for gross proceeds raised from the sale of FT units sold to purchasers on the president's list, which was subject to a reduced 3 per cent cash commission). The company also issued to the underwriters a total of 1,260,638 warrants of the company, equal to 6 per cent of the number of FT units sold pursuant to the brokered private placement (except for those FT units sold to purchasers on the president's list, which were subject to a reduced number of broker warrants equal to 3 per cent). Each broker warrant entitles the holder thereof to purchase one common share in the capital of the company at a price of 35 cents at any time on or before May 26, 2025.

In connection with the non-brokered private placement, the company paid to applicable finders an aggregate cash commission of $120,000 and issued 255,319 finder's warrants with the same terms as the broker warrants.

The proceeds of the offering will be used by the company to finance a minimum 30-hole drill program at the JR zone on its PLN project. The summer program is expected to begin June 7.

About F3 Uranium Corp.

F3 Uranium is a uranium project generator and exploration company, focusing on projects in the Athabasca basin, home to some of the world's largest high-grade uranium discoveries. F3 Uranium currently has 16 projects in the Athabasca basin. Several of F3's projects are near large uranium discoveries, including Triple R, Arrow and Hurricane.

We seek Safe Harbor.