Mr. Dev Randhawa reports

F3 ANNOUNCES INTENTION TO SPIN-OUT F4 URANIUM CORP.

F3 Uranium Corp. has initiated steps to spin out 14 of the company's prospective uranium exploration projects in the Athabasca basin, including the Murphy Lake, Cree Bay, Hearty Bay, Clearwater West, Wales Lake, Todd, Smart Lake, Lazy Edward Bay, Grey Island, Seahorse Lake, Bird Lake, Beaver River, Bell Lake and Flowerdew Lake properties, into a newly incorporated wholly owned subsidiary to be named F4 Uranium Corp. The Patterson Lake North property along with the Broach and Minto properties (collectively, the PLN project), totalling 39,946 hectares, will remain with F3. It is expected that the spinout will be effected by way of a plan of arrangement, under the Canada Business Corporations Act.

Pursuant to the proposed terms of the arrangement, the company will transfer the properties to F4 in exchange for common shares of F4, all of which the company intends to distribute to its shareholders on the basis of one F4 share for every 10 common shares of F3 held. Subsequent to the completion of the arrangement, the company intends to list the shares of F4 on the TSX Venture Exchange.

Transaction highlights:

• Unlock value for F3 shareholders -- F4 will surface value in F3's extensive portfolio of Athabasca basin uranium exploration assets which are currently overshadowed by the JR zone discovery at the PLN project and have correspondingly received minimal capital allocation.
• Preserving PLN focus -- financing the F4 properties independently postspinout will ensure that F3 shareholders do not suffer dilution for non-PLN project exploration activities.
• Exceptional Athabasca basin portfolio -- F4 will hold one of the largest, most prospective uranium exploration portfolios in the eastern and western Athabasca basin, totalling 14 projects and 165,907 hectares, many of which are near large uranium deposits.
• Experienced management -- F4 will be led by the same award-winning management team responsible for three major uranium discoveries in the Athabasca basin, with Raymond Ashley to be appointed as chief executive officer.

Dev Randhawa, CEO of F3 and incoming executive chairman of F4, commented: "Given that the PLN project has now evolved from important discovery to an entire geological system across multiple shear zones, the board of F3 has determined that the project deserves a singular focus. At the same time, we believe our shareholders will be done a disservice by not pursuing additional discoveries within the rest of our extensive Athabasca basin portfolio. F4 solves for this dilemma. Substantial synergies will exist between F3 and F4, including technical expertise and corporate costs that would otherwise be borne singularly by each company."

Mr. Ashley, president of F3 and incoming CEO of F4, commented: "The F4 properties demand greater attention from the drill bit and from the market. The creation of F4 will allow F3 shareholders exposure to success at the properties, without diluting their interest in the PLN project, which is one of the world's most important uranium discoveries in recent years. The properties are highlighted by Murphy Lake and Cree Bay. Murphy Lake is located five kilometres south of IsoEnergy's Hurricane deposit where previous drilling intercepted anomalous radioactivity. Cree Bay is located at the northern edge of the Athabasca basin along the Black Lake shear zone and where there are drill-ready targets."

Terms of the arrangement

The proposed terms of the arrangement provide that, among other things, F3 will transfer the properties to F4 in exchange for F4 shares. F3 shareholders will receive F4 shares on the basis of one F4 share for every 10 common shares of F3 held at the record date of the arrangement. In addition, it is proposed that upon the creation of F4, F3 shall make a strategic investment into F4, providing sufficient capital to complete the spinout and listing. There will be no change in shareholder holdings of F3 as a result of the arrangement.

The spinout will be effected by way of a court-approved plan of arrangement under the Canada Business Corporations Act. Completion of the arrangement will be subject to various approvals, including, but not limited to, court approval, TSX-V approval, including conditional approval from the TSX-V for the listing, as well as approval by not less than two-thirds of the votes cast at a special meeting of F3 shareholders, which is anticipated to be held and the arrangement completed in the second quarter of 2024. Further details regarding the arrangement, including management and board composition and the proposed record date, will be included in a management information circular to be prepared and sent to F3 shareholders in connection with the meeting. Shareholders are cautioned that there can be no assurance that the spinout or the listing will be completed on the terms described herein or at all.

Qualified person

The technical information in this press 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 Mr. Ashley, PGeo, president of F3 and a qualified person. Mr. Ashley has verified the data disclosed.

About F3 Uranium Corp.

F3 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 currently has 18 projects in the Athabasca basin. Several of F3's projects are located near large uranium discoveries, including Triple R, Arrow and Hurricane.

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