News Release – Kelowna, British Columbia – March 27, 2026: F3 Uranium Corp. (TSXV: FUU) (OTCQB: FUUFF) (FSE: GL7) (“F3” or the “Company”) Red Cloud Securities Inc. (“Red Cloud” or the “Lead Underwriter”), as lead underwriter and sole bookrunner hereby offers to purchase for resale and F3 Uranium Corp. (the “Company”) agrees to sell to the Underwriters (as defined herein) 26,316,000 common shares of the Company (each, a “Common Share”) to be issued as “flow-through shares” (each, a “FT Share”) within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Income Tax Act”) at a price of C$0.19 per FT Share (the “Offering Price”) for gross proceeds of C$5,000,040 (the “Underwritten Offering”).
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 5,264,000 FT Shares at the Offering Price for up to an additional C$1,000,160 in gross proceeds and on the same terms and conditions as set out herein (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”). The terms and conditions of the Offering are described in the term sheet attached hereto as Schedule “A”.
The Company shall have the right to include a list of subscribers to purchase up to 2,631,579 FT Shares at the Offering Price representing gross proceeds of up to C$500,000.01 under the Offering (the “President’s List”).
The FT Shares will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) in all the provinces of Canada with the exception of Québec (the “Selling Jurisdictions”). The FT Shares will be subject to a hold 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.
Red Cloud will retain a minimum of 80% of the syndicate economics under the Offering. The Offering is not subject to syndication.
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
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as “believes”, “anticipates”, “expects”, “is expected”, “scheduled”, “estimates”, “pending”, “intends”, “plans”, “forecasts”, “targets”, or “hopes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “will”, “should” “might”, “will be taken”, or “occur” and similar expressions) are not statements of historical fact and may be forward-looking statements. Forward-looking information herein includes, but is not limited to, statements that address activities, events or developments that F3 expects or anticipates will or may occur in the future including statements regarding the Offering, the closing of the Offering, the intended use of proceeds of the Offering, the filing of the Amended Offering Document and the tax treatment of the FT Shares.
Forward-looking statements and forward-looking information relating to any future mineral production, liquidity, enhanced value and capital markets profile of the Company, future growth potential for the Company and its business, and future exploration plans are based on management’s reasonable assumptions, estimates, expectations, analyses and opinions, which are based on management’s experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect. Assumptions have been made regarding, among other things, the price of metals; costs of exploration and development; the estimated costs of development of exploration projects; the Company’s ability to operate in a safe and effective manner.
These statements reflect the Company’s respective current views with respect to future events and are necessarily based upon a number of other assumptions and estimates that, while considered reasonable by management, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance, or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements or forward-looking information and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: the future tax treatment of the FT Shares, competitive risks and the availability of financing; uranium price volatility; risks associated with the conduct of the Company’s exploration activities; regulatory, consent or permitting delays; risks relating to reliance on the Company’s management team and outside contractors; the Company’s inability to obtain insurance to cover all risks, on a commercially reasonable basis or at all; currency fluctuations; risks regarding the failure to generate sufficient cash flow from operations; risks relating to project financing and equity issuances; risks and unknowns inherent in all mining projects; contests over title to properties, particularly title to undeveloped properties; laws and regulations governing the environment, health and safety; operating or technical difficulties in connection with mining, development or exploration activities; employee relations, labour unrest or unavailability; the Company’s interactions with surrounding communities; the speculative nature of exploration and development; stock market volatility; conflicts of interest among certain directors and officers; lack of liquidity for shareholders of the Company; litigation risk; and the factors identified in the Company’s public disclosure documents. Readers are cautioned against attributing undue certainty to forward-looking statements or forward-looking information. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or forward-looking information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements or information, other than as required by applicable law.