Mr. Dev Randhawa reports

F3 ANNOUNCES $15 MILLION STRATEGIC INVESTMENT FROM DENISON MINES

F3 Uranium Corp. has entered into a binding agreement with Denison Mines Corp. for a $15-million strategic investment by Denison with the acquisition of unsecured convertible debentures issued by F3. The debentures will be convertible at a conversion price of 56 cents, representing a 30-per-cent premium to F3's current five-day volume-weighted average price. Assuming conversion of the debentures and no other changes to F3's outstanding share capital, shares issued would represent approximately 6 per cent of the company.

Dev Randhawa, chief executive officer of F3, commented: "We are pleased to welcome Denison as a strategic investor in the company. Denison is a uranium industry leader, possessing a diverse array of both early- and advanced-stage assets in the Athabasca basin, where F3 is currently advancing the Patterson Lake North (PLN) property. We highly value Denison's perspectives on uranium exploration and look forward to pursuing a productive relationship."

David Cates, president and CEO of Denison, commented: "F3's technical team has an incredible track record of exploration success, including the discovery of the JR zone on the PLN property, which represents one of the top new uranium discoveries globally. We are pleased to be investing in F3 and supporting the further assessment of the PLN property."

Terms of the debentures

The debentures will carry a 9-per-cent coupon (the interest), payable quarterly over a five-year term and will be convertible at Denison's option into common shares of the company at a conversion price of 56 cents per share, representing a 30-per-cent premium to F3's current five-day volume-weighted average price. F3 shall have at its sole discretion, the right to pay up to one-third of the interest in common shares of F3, issued at a price per common share equal to the volume-weighted average trading price of F3's common shares on the TSX Venture Exchange for the 20 trading days ending on the day prior to the date on which such payment of interest is due.

F3 will be entitled, on or after the third anniversary of the date of issuance of the debentures, at any time the F3 20-day volume-weighted average price on the TSX-V exceeds 130 per cent of the conversion price, to redeem the debentures at par plus accrued and unpaid interest. Further, in the event of an F3 change of control transaction, F3 may redeem the debentures at par plus accrued and unpaid interest, plus an amount equal to the greater of: (i) 15 per cent of the principal amount; and (ii) the amount of remaining unpaid interest that would be payable during the initial three-year term of the debentures.

The gross proceeds of the debentures will be used primarily for exploration and development of the PLN property, and for general working capital purposes.

The closing of the debentures is expected to occur on or around Oct. 18, 2023, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the acceptance of the TSX-V. All securities issued pursuant to the debentures will be subject to a statutory hold period in Canada expiring four months and one day from the date of issuance.

Advisers and legal counsel for the transaction

Blake, Cassels & Graydon LLP is acting as legal counsel to F3, and Osler, Hoskin & Harcourt LLP is acting as legal counsel to Denison. Haywood Securities Inc. is acting as financial adviser to F3 and Canaccord Genuity Corp. is acting as financial adviser to Denison.

About Patterson Lake North

The company's 4,078-hectare 100-per-cent-owned PLN project is located within the southwestern edge of the Athabasca basin, in proximity to Fission Uranium's Triple R and NexGen Energy's Arrow high-grade uranium deposits, which is poised to become the next major area of development for new uranium operations in Northern Saskatchewan. The PLN project is accessed by Provincial Highway 955, which transects the property, and the new JR zone uranium discovery is located 23 kilometres northwest of Fission Uranium's Triple R deposit.

Qualified person

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101, and approved on behalf of the company by Raymond Ashley, PGeo, president and chief operating officer of F3, a qualified person. Mr. Ashley has verified the data disclosed.

About F3 Uranium Corp.

F3 Uranium is advancing the newly discovered high-grade JR zone on the PLN property in the western Athabasca basin. This area of Saskatchewan is poised to become a major uranium-producing region and is home to large deposits, including Triple R, Arrow and Shea Creek. F3 Uranium currently holds 18 projects across the Athabasca basin.

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