Mr. Dev Randhawa reports

F3 ANNOUNCES REVISED BOUGHT DEAL PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$9.0 MILLION

Due to significant investor demand, F3 Uranium Corp. has increased the gross proceeds of its previously announced private placement to $9-million. Under the revised underwritten offering, the underwriters (as defined herein) have agreed to purchase for resale 16,071,429 flow-through units of the company at a price of 56 cents per flow-through unit on a bought deal basis. Red Cloud Securities Inc. is acting as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters.

Each flow-through unit will consist of one common share of the company to be 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 56 cents 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 1,785,714 flow-through units at the offering price for additional gross proceeds of up to $1-million. If the overallotment option is exercised in full, the total gross proceeds of the offering will be $10-million.

The company will have the right to include a list of subscribers to purchase up to 892,857 flow-through units at the offering price for gross proceeds of up to $500,000 under the offering (the president list). The president list will be allocated under the overallotment option and, for greater certainty, all purchasers under the overallotment option will receive flow-through units on the terms of the offering and subject to certain resale restrictions as described herein.

A total of 8,928,571 flow-through units under the underwritten offering, representing gross proceeds of up to $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, in all the provinces of Canada, with the exception of Quebec (the selling jurisdictions). The common shares issuable pursuant to the sale of these flow-through units are expected to be immediately freely tradable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The remaining flow-through units to be sold under the offering, including the flow-through units sold under the overallotment option and president 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 flow-through 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 company will pay to the underwriters a cash commission of 5.5 per cent of the gross proceeds raised in respect of the offering. In addition, the company will issue to the underwriters warrants of the company, 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 per cent of the number of flow-through units sold under the offering at an exercise price equal to 56 cents per common share. All flow-through units sold to purchasers under the president's list will be subject to a reduced underwriter commission of 2.75 per cent and that number of broker warrants equal to 2.75 per cent of the number of flow-through units sold to purchasers under the president 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 can 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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