Mr. Dev Randhawa reports

F3 ANNOUNCES BOUGHT DEAL LIFE PRIVATE PLACEMENT FOR GROSS PROCEEDS OF C$15 MILLION

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 the following on a bought deal basis in a private placement for aggregate gross proceeds of $15-million:

• 25 million units of the company at a price of 20 cents per unit;
• 16,666,667 federal flow-through (FFT) units of the company to be sold to charitable purchasers at a price of 30 cents per FFT unit;
• 15,151,515 Saskatchewan flow-through (SFT) units of the company to be sold to charitable purchasers at a price of 33 cents per SFT unit.

The units and FT units shall be collectively referred to as the offered securities.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each FT unit will consist of one common share to be issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and will qualify as an eligible flow-through share, as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan), and one-half of one warrant. Each whole warrant shall entitle the holder to purchase one common share at a price of 30 cents at any time on or before that date that is 36 months after the closing date (as herein defined).

In addition, the company has agreed to grant to the underwriters an option, exercisable in whole or in part by the underwriters at any time up to 48 hours prior to the closing date, to purchase for resale up to an additional number of units and FFT units at their respective offering prices for up to an additional $2-million in gross proceeds.

The proceeds of the offering will be used by the company to finance the exploration of the company's projects in the Athabasca basin in Saskatchewan, as well as for general corporate purposes and working capital, as is more fully described in the offering document (as herein defined).

The gross proceeds from the sale of FT shares will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures as such terms are defined in the Income Tax Act (Canada), and to incur eligible flow-through mining expenditures pursuant to The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan), related to the company's uranium projects in the Athabasca basin, Saskatchewan, on or before Dec. 31, 2026. All qualifying expenditures will be renounced in favour of the subscribers of the FT units effective Dec. 31, 2025.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the offered securities will be offered for sale to purchasers resident in all of the provinces of Canada with the exception of Quebec pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The securities issuable from the sale of the offered securities are expected to be immediately freely tradeable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. The units may also be sold in offshore jurisdictions and in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended. All securities not issued pursuant to the listed issuer financing exemption will be subject to a hold period in Canada ending on the date that is four months plus one day following the closing date as defined in Subsection 2.5(2) of Multilateral Instrument 45-102, Resale of Securities.

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.

The offering is scheduled to close on Oct. 1, 2025, or such other date as the company and Red Cloud may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

About F3 Uranium Corp.

F3 is a uranium exploration company, focusing on the high-grade JR zone and new Tetra zone discovery 13 kilometres to the south in the PW area on its Patterson Lake North (PLN) project in the western Athabasca basin. F3 currently has three properties in the Athabasca basin: Patterson Lake North, Minto and Broach. The western side of the Athabasca basin, Saskatchewan, is home to some of the world's largest high-grade uranium deposits, including Paladin's Triple R project and NexGen's Arrow project.

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