Fission Energy Corp.

Fission Energy Corp.

May 28, 2009 14:03 ET

Fission Energy Announces Private Placement Financing

KELOWNA, BRITISH COLUMBIA--(Marketwire - May 28, 2009) -


FISSION ENERGY CORP. ("Fission" or "the Company") (TSX VENTURE:FIS) announces a non-brokered private placement financing to sell on a best efforts basis, up to $3.0 million in Common Share Units at a price of C$.30 per common share unit and up to $2.0 million in Flow-Through Common Share Units at a price of C$.35 per unit. Each Common Share Unit consists of one common share and one common share purchase warrant exercisable at C$.40 for a period of two years. Each Flow-Through Common Share Unit consists of one flow-through common share and one-half of one common share purchase warrant. One full warrant purchases one common share at C$.45 for a period of two years.

A cash finder's fee of 8% of the gross proceeds raised in the offering may be paid and the Company may grant the finder a two year option to purchase shares at C$.30 per share based on 8% of the units sold in the offering.

Closing of the offering is anticipated to occur on or before June 30, 2009 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

The Common Shares and Flow-Through Shares will be subject to resale restrictions for a period of four months from the closing date.

The net proceeds of the offering of Flow-Through Shares will be used to incur eligible Canadian exploration expenses, which will be renounced in favor of the purchasers for the 2009 taxation year. The net proceeds from the sale of the Common Shares will be used to advance development of the Company's properties 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 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.


Ross McElroy, President & COO

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

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