Mr. Dev Randhawa reports

F3 ANNOUNCES C$7.5 MILLION BOUGHT DEAL PRIVATE PLACEMENT

F3 Uranium Corp. has entered into an agreement with Red Cloud Securities Inc., as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase for resale 13,392,857 flow-through units of the company at a price of 56 cents per FT unit on a bought deal basis in a private placement for gross proceeds of $7.5-million.

Each FT Unit will consist of one common share of the Company (each, a "Common Share") to be issued as a "flow-through share" within the meaning of the Income Tax Act (Canada) (each, a "FT Share") and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant shall entitle the holder to purchase one Common Share at a price of C$0.56 at any time on or before that date which is 24 months after the Closing Date (as defined below).

The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date, to purchase for resale up to an additional 2,008,929 FT Units at the Offering Price for additional gross proceeds of up to C$1,125,000 (the "Over-Allotment Option", and together with the Underwritten Offering, the "Offering").

The Company will have the right to include a list of subscribers to purchase up to 892,857 FT Units at the Offering Price for gross proceeds of up to C$500,000 under the Offering (the "President's List"). The President's List will be allocated under the Over-Allotment Option and, for greater certainty, all purchasers under the Over-Allotment Option will receive FT Units on the terms of the Offering and subject to certain resale restrictions as described below.

A total of 8,928,571 FT Units under the Underwritten Offering, representing gross proceeds of up to C$4,999,999.20, will be offered by way of the "listed issuer financing" exemption under Part 5A under National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") in all the provinces of Canada with the exception of Quebec (the "Selling Jurisdictions"). The Common Shares issuable pursuant to the sale of these FT Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The remaining FT Units to be sold under the Offering, including the FT Units sold under the Over-Allotment Option and President's List, will be offered by way of the "accredited investor" and "minimum amount investment" exemptions under NI 45-106 in the Selling Jurisdictions. The Common Shares issuable from the sale of such FT Units will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 - Resale of Securities.

The Offering is expected to close on May 23, 2024 (the "Closing Date"). The Company will pay to the Underwriters a cash commission of 5.5% of the gross proceeds raised in respect of the Offering (the "Underwriters' Commission"). In addition, the Company will issue to the Underwriters warrants of the Company (each warrant, a "Broker Warrant"), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of Common Shares which is equal to 5.5% of the number of FT Units sold under the Offering at an exercise price equal to C$0.56 per Common Share. All FT Units sold to purchasers under the President's List will be subject to a reduced Underwriters' Commission of 2.75% and that number of Broker Warrants equal to 2.75% of the number of FT Units sold to purchasers under the President's List.

The proceeds of the Offering will be used by the Company to fund exploration of the Company's projects in the Athabasca Basin.

There is an offering document related to the Offering that will be accessed under the Company's profile on SEDAR+ and at the Company's website. Prospective investors should read this offering document before making an investment decision.

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 18 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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