Fission Energy Corp.

Fission Energy Corp.

October 18, 2007 16:04 ET

Fission Energy Announces Private Placement Financing

KELOWNA, BRITISH COLUMBIA--(Marketwire - Oct. 18, 2007) -


Fission Energy Corp. ("Fission", or the "Company") (TSX VENTURE:FIS) announces that the Company has entered into an agreement with Cormark Securities Inc., as lead agent, and a syndicate of Agents including Raymond James Ltd. (the "Agents"), to sell on a best efforts basis up to $4.0 million in Common Shares (the "Common Shares") and up to $6.0 million in common shares of the Company (the "Flow-Through Shares") which qualify as flow-through shares for the purposes of the Income Tax Act (Canada) (the "Offering"). The price of the Flow-through Shares and Common will be determined by the Company and the Agent in the context of the market.

Fission has also granted the Agents an option to purchase up to an additional 15% of the Flow Through Shares at the Flow Through Offering Price and an additional 15% of the Common Shares at the Common Share Offering Price.

Closing of the offering is anticipated to occur on or before November 15, 2007 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

The Flow-Through Shares and Common Shares will be subject to resale restrictions for a period of four months plus one day from the closing date. The Agents will receive a cash commission of 5.0% of the gross proceeds raised in the Offering. The Agents will also be entitled to receive broker warrants (the "Broker Warrants") entitling it to purchase a number of Common Shares equal to 5% of the aggregate number of Common Shares and Flow-through Shares. The amount of commission and number of Broker Warrants will be reduced to 2.5% in respect of subscriptions obtained from investors identified in the President's List. Each Broker Warrant will entitle the Agent to purchase one Common Share at the issue price of the Common Shares for a period of 18 months following the closing date.

The Company plans to use the proceeds from the sale of the Flow-Through Shares on expenditures which will constitute Canadian Exploration Expenses (as defined in the Income Tax Act ((Canada)) and the net proceeds from the sale of the Common Shares to advance development of the Company's properties and for general working capital.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The Flow-Through Shares and Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (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.

This press release contains "forward-looking information" that is based on Fission's current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, statements with respect to Fission's development plans. The words "will", "anticipated", "plans" or other similar words and phrases are intended to identify forward-looking information.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause Fission's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: uncertainties related exploration and development; the ability to raise sufficient capital to fund exploration and development; changes in economic conditions or financial markets; increases in input costs; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties or inability to obtain permits encountered in connection with exploration activities; and labour relations matters. This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. Fission disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.


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