Mr. Dev Randhawa reports

F3 ANNOUNCES CLOSING OF PRIVATE PLACEMENT FOR AGGREGATE GROSS PROCEEDS OF C$20 MILLION

F3 Uranium Corp. has closed its previously announced bought deal private placement for aggregate gross proceeds of $20-million. Under the offering, the company sold 41,237,113 flow-through (FT) units of the company, which included the full exercise of the underwriters' overallotment option, at a price of 48.5 cents per FT unit.

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters that included Haywood Securities Inc., SCP Resource Finance LP and Eight Capital.

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 48.5 cents per warrant share at any time on or before Sept. 12, 2025.

The expenditures to be renounced in respect of the common shares comprising the FT units will be used for Canadian exploration expenses (within the meaning of the Income Tax Act (Canada)), and will qualify as flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the Tax Act and a flow-through mining expenditure as defined in paragraph 2(2)(d) of the Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan). The qualifying expenditures will be renounced to the purchasers of the FT units with an effective date no later than Dec. 31, 2023.

The FT units were sold by way of the accredited investor and minimum amount investment exemptions under National Instrument 45-106, Prospectus Exemptions, in certain provinces of Canada. The securities issued pursuant to the offering are subject to a four-month-and-one-day hold period ending on Jan. 13, 2024.

In connection with the offering, the company paid to the underwriters an aggregate cash commission of $1,086,250, equal to 5.50 per cent of the gross proceeds raised under the offering (except for gross proceeds raised from the sale of FT units sold to purchasers on a president's list, which was subject to a reduced 2.75-per-cent cash commission). The company also issued to the underwriters a total of 2,239,690 warrants of the company, equal to 5.50 per cent of the number of FT units sold pursuant to the offering (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 2.75 per cent). Each broker warrant entitles the holder thereof to purchase one common share at a price of 48.5 cents at any time on or before Sept. 12, 2025.

The proceeds of the offering will be used by the company to finance exploration of the company's projects in the Athabasca basin in Saskatchewan. The offering remains subject to the final approval of the TSX Venture Exchange.

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 discovery. 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.

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