Fission Energy Corp.

Fission Energy Corp.

November 10, 2010 16:05 ET

Fission Arranges $8.0 Million Brokered Private Placement

KELOWNA, BRITISH COLUMBIA--(Marketwire - Nov. 10, 2010) -


Fission Energy Corp. (TSX VENTURE:FIS) (the "Company") is pleased to announce that it has entered into a letter of engagement with Dundee Securities Corporation and a syndicate of underwriters (the "Underwriters") under which the Underwriters have agreed to purchase on a bought deal private placement basis 5,000,000 units (the "Units") of the Company at a price of $0.80 per Unit and 4,500,000 flow-through common shares (the "Flow-Through Common Shares") at a price of $0.90 per Flow-Through Common Share for total gross proceeds of $8,050,000, with the Underwriters having the option to purchase up to an additional 750,000 Units at $0.80 per Unit and 675,000 Flow-Through Common Shares at $0.90 per Flow-Through Common Shares, exercisable in whole or in part at any time up to 48 hours before the closing date. Each Unit consists of one common share plus one-half of one transferable common share purchase warrant with each whole purchase warrant (a "Warrant") exercisable into a common share at a price of $1.00 per share for a period of 24 months from closing. In the event that the Company's common shares trade at a closing price on the TSX Venture Exchange of greater than $1.60 per share for a period of 20 consecutive trading days at any time after four months and one day after the closing date, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.

In connection with the Offering, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds raised under the offering and that number of non-transferable broker warrants equal to 6.0% of the number of Units and Flow-Through Common Shares sold. Each Broker Warrant will be exercisable into one common share of the Corporation for a period of 24 months from the Closing Date at a price of $1.00 per share.

Closing of the offering is scheduled to occur on or about December 2, 2010. All securities issued will be subject to a four month hold period. The offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

The proceeds of the financings will be used to advance development of the Company's properties, for potential acquisitions and for general working capital.

On Behalf of the Board of Directors,

Devinder Randhawa, Chairman & CEO

This release includes certain statements that may be deemed forward-looking statements. All statements in this release, other than statements of historical facts, that address future production, reserve potential, exploration drilling, exploitation activities and events or developments that the Company expects are forward-looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, Investors should review the Company's filings that are available at

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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