Fission Energy Corp.

Fission Energy Corp.

April 23, 2012 10:08 ET

Fission Energy Enters into Agreement to Acquire Pitchstone Exploration Ltd.

KELOWNA, BRITISH COLUMBIA--(Marketwire - April 23, 2012) - FISSION ENERGY CORP. ("Fission" or "the Company") (TSX VENTURE:FIS)(OTCQX:FSSIF) is pleased to announce that it has entered into an Arrangement Agreement ("the Agreement"), whereby Fission has agreed to acquire all of the issued and outstanding shares of Pitchstone Exploration Ltd. ("Pitchstone") by means of a Plan of Arrangement ("the Arrangement").

Acquisition Terms

Fission has agreed to issue 0.2145 common shares of the Company ("Common Shares") for each common share of Pitchstone. Based on 45,208,185 Pitchstone shares outstanding, Fission will issue 9,697,156 Common Shares to complete the transaction, representing approximately 8.5% of Fission's issued and outstanding Common Shares as of the date hereof. Pitchstone has further agreed to a C$250,000 termination fee that is payable upon the occurrence of certain events, including if Pitchstone enters into a superior proposal. Pitchstone Options and Warrants will be converted to Fission Options and Warrants on the same basis as the common shares.

Pitchstone's board of directors has unanimously approved the Plan of Arrangement and will recommend approval to the Pitchstone shareholders and optionholders in a forthcoming special securityholder meeting scheduled to be held on or about July 16, 2012. The Plan of Arrangement requires approval of 66 2/3% of the votes cast by shareholders and optionholders of Pitchstone, voting as a single class. Fission has entered into Lock-up Agreements with all of the directors and officers of Pitchstone who have agreed, subject to certain exceptions, to vote their shares in favour of the Arrangement. A total of 8,654,668 common shares of Pitchstone, or approximately 19% of Pitchstone's outstanding common shares, will be subject to Lock-up Agreements.

The Plan of Arrangement is subject to approval by Pitchstone's shareholders and optionholders, the TSX-V and other regulatory agencies, in addition to Court approval by the Supreme Court of British Columbia. The transaction is expected to close on or before July 16, 2012.


Lincoln Peck Financial Inc. is acting as financial advisor to Pitchstone and Evans & Evans Inc. has provided a verbal opinion to the effect that, as of the date hereof, the consideration under the Arrangement is fair from a financial point of view to the Pitchstone shareholders. McCullough O'Connor Irwin LLP is acting as legal advisor to Pitchstone.

Primary Capital Inc. is acting as financial advisor and Blake, Cassels & Graydon LLP is acting as legal advisor to Fission.

About Pitchstone

Pitchstone is an exploration company which explores for uranium in three districts in Canada and Namibia. The property portfolio features 13 projects in the eastern Athabasca Basin, Saskatchewan, five of which are 100% owned. In addition, there are two joint venture projects in Namibia and several joint venture projects in the Hornby Bay Basin, Nunavut.

FISSION ENERGY CORP. (TSX VENTURE:FIS) is a Canadian based uranium exploration and development company with properties in Saskatchewan's Athabasca Basin, Quebec, and the Macusani District in Peru. In 2010, Fission made a significant high grade uranium discovery at its Waterbury Lake property immediately adjacent to Rio Tinto's (formerly Hathor Exploration's) Roughrider Deposit, and in 2011 made a high grade boulder field discovery at its Patterson Lake South property. Both are located in Saskatchewan's Athabasca Basin: home of the richest uranium deposits in the world.

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 the Arrangement. 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: expectations regarding the Arrangement, the future growth, results of operations, business prospects and opportunities of Fission and the combined company, 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, except as required by law.


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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