F3 Uranium Corp. (TSX-V: FUU) (OTCQB: FUUFF) (FSE: GL7) is pleased to announce the closing of its previously announced “bought deal” private placement for aggregate gross proceeds of C$20,000,000, which includes the exercise in full of the Underwriters’ (as defined herein) over-allotment option. Pursuant to the Offering, the Company sold the following:

1. 25,000,000 units of the Company at a price of C$0.20 per Unit;
2. 14,814,815 non-critical mineral flow-through units of the Company sold to charitable purchasers at a price of C$0.27 per NFT Unit;
3. 16,666,667 federal flow-through units of the Company sold to charitable purchasers at a price of C$0.30 per FFT Unit; and
4. 18,181,818 Saskatchewan flow-through units of the Company sold to charitable purchasers at a price of C$0.33 per SFT Unit.

The Units and FT Units shall be collectively referred to as the “Offered Securities.” Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters including Canaccord Genuity Corp., Haywood Securities Inc. and SCP Resource Finance LP under the Offering.

Each Unit consists of one common share of the Company and one-half of one Common Share purchase warrant. Each FT Unit consists of one Common Share issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one-half of one Warrant. Each whole Warrant entitles the holder to purchase one Common Share at a price of C$0.30 at any time on or before October 3, 2028.

The proceeds of the Offering will be used by the Company to fund 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 Amended 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” (with the exception of FT Shares issued from the sale of Non-Critical FT Units, which proceeds will qualify as “flow-through 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 December 31, 2026. All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2025.

In accordance with National Instrument 45-106 – Prospectus Exemptions, the Offered Securities were issued to Canadian purchasers 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 to purchasers resident in Canada are immediately freely tradeable in accordance with applicable Canadian securities legislation. The Units were also offered 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 are subject to a hold period in Canada ending on February 3, 2026.

In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$1,095,619, equal to 5.5% of the gross proceeds raised in respect of the Offering (except for gross proceeds raised from the sale of Offered Securities sold to purchasers on a president’s list, which were subject to a reduced 2.75% cash commission). The Company also issued to the Underwriters a total of 4,091,975 warrants of the Company, equal to 5.5% of the number of FT Units sold pursuant to the Offering (except for those FT Units sold to purchasers on the President’s List, which were subject to a reduced number of Broker Warrants equal to 2.75%). Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of C$0.20 at any time on or before October 3, 2028.

There is an amended and restated offering document related to the Offering that can be accessed under the Company’s profile at www.sedarplus.ca and at the Company’s website at www.f3uranium.com.

The closing of the Offering remains subject to the final approval of the TSX Venture Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About F3 Uranium Corp.

F3 is a uranium exploration company, focusing on the high-grade JR Zone and new Tetra Zone discovery 13km to the south in the PW area on its Patterson Lake North (PLN) Project in the Western Athabasca Basin. F3 currently has 3 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.

ON BEHALF OF THE BOARD

“Dev Randhawa”
Dev Randhawa, Chairman & CEO

Contact Information
F3 Uranium Corp.
750 – 1620 Dickson Avenue
Kelowna, BC V1Y 9Y2

Investor Relations
Telephone: 778 484 8030
Email: ir@f3uranium.com