Fission Energy Corp.

Fission Energy Corp.

January 18, 2011 09:00 ET

Fission Energy Announces Non-Brokered Private Placement Financing

KELOWNA, BRITISH COLUMBIA--(Marketwire - Jan. 18, 2011) -


FISSION ENERGY CORP. ("Fission" or "the Company") (TSX VENTURE:FIS) announces a non-brokered private placement financing of up to C$5 Million in Units at a price of C$.80 per Unit. Each Unit will consist of one common share plus one-half of one common share purchase warrant, with each whole purchase warrant exercisable to purchase a common share at a price of C$1.00 for a period of 24 months from closing. If the closing price of the Company's common shares on the TSX Venture Exchange is greater than $1.60 per share for a period of 20 consecutive trading days at any time after the four month anniversary of the closing date, the Company may, within five trading days of such 20 day period, accelerate the expiry date of the Warrants by giving notice to the holders thereof whereupon the Warrants will expire on the 30th day after such notice.

In consideration of their efforts in locating investors for the Private Placement, the Company will issue Units to Finders equal to 6.0% of the number of Units sold to investors located by such Finders. The Finders will also be issued compensation warrants to purchase that number of common shares equal to 6.0% of the number of Units sold to such investors. Each compensation warrant is exercisable to purchase one common share of the Corporation for a period of 24 months from the Closing Date at a price of $1.00.

All securities issued will be subject to a four month restricted resale period. The offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals including approval of the TSX Venture Exchange.

The net proceeds from the sale of the Common Share Units will be used to advance development of the Company's properties, for potential acquisitions and for general working capital.

FISSION ENERGY CORP. is a Canadian based resource company specializing in the strategic acquisition, exploration and development of uranium properties and is headquartered in Kelowna, British Columbia. FISSION ENERGY CORP. Common Shares are listed on the TSX Venture Exchange under the symbol "FIS".

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (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 (as defined in the U.S. Securities Act) 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.


Dev Randhawa, Chairman & CEO

Neither 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.

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