F3 Uranium Corp. (TSX-V: FUU) (OTC Pink: FUUFF) is pleased to announce the closing of its previously announced “bought deal” private placement for aggregate gross proceeds of C$8,000,000, which includes the full exercise of the Underwriters’ over-allotment option. Under the Offering, the Company sold 7,500,000 federal flow-through units of the Company at a price of C$0.375 per FFT Unit and 12,500,000 Saskatchewan flow-through units of the Company at a price of C$0.415 per SFT Unit, for an aggregate of 20,000,000 FT Units at a blended price of C$0.40 per FT Unit.

Red Cloud Securities Inc. acted as lead underwriter and sole bookrunner on behalf of a syndicate of underwriters that included Canaccord Genuity Corp., Haywood Securities Inc., SCP Resource Finance LP and Eight Capital.

Each FT Unit consists of one common share of the Company issued as a “flow-through share” within the meaning of subsection 66(15) 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 C$0.40 at any time on or before October 31, 2026.

A total of 12,500,000 FT Units under the Offering, representing gross proceeds of C$5,000,000, were 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 except for Quebec. The FT Shares and Warrant Shares issuable pursuant to the sale of the LIFE Units are immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers’ resident in Canada. The remaining 7,500,000 FT Units sold under the Offering were offered by way of the “accredited investor” and “minimum amount investment” exemptions under NI 45-106 in the Selling Jurisdictions. The FT Shares and Warrant Shares issuable from the sale of the Non-LIFE Units are subject to a restricted period in Canada ending on March 1, 2025.

In connection with the Offering, the Company paid to the Underwriters an aggregate cash commission of C$431,860, equal to 5.5% of the gross proceeds raised in respect of the Offering (except for gross proceeds raised from the sale of FT Units 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 1,079,650 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$0.32 at any time on or before October 31, 2026.

The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin. The Offering remains subject to the final approval of the TSX Venture Exchange.

About F3 Uranium Corp.

F3 Uranium is a uranium exploration company advancing its newly discovered high-grade JR Zone and exploring for additional mineralized zones on its 100%-owned Patterson Lake North (PLN) Project in the southwest Athabasca Basin. PLN is accessed by Provincial Highway 955, which transects the property, and the new JR Zone discovery is located ~25km northwest of Fission Uranium’s Triple R and NexGen Energy’s Arrow high-grade uranium deposits. This area is poised to become the next major area of development for new uranium operations in northern Saskatchewan. The PLN project is comprised of the PLN, Minto and Broach properties. The Broach property incorporates the former PW property which was obtained from CanAlaska as a result of a property swap.