KELOWNA, BRITISH COLUMBIA--(Marketwired - Oct. 3, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Fission Uranium Corp. (TSX VENTURE:FCU)(OTCQX:FCUUF)(FRANKFURT:2FU) ("Fission" or the "Company") is pleased to announce that it has entered into an amended letter of engagement with Dundee Securities Ltd. (the "Lead Underwriter") on behalf of a syndicate of underwriters including Raymond James Ltd., Cantor Fitzgerald Canada Corporation, Canaccord Genuity Corp. and Macquarie Capital Markets Canada Ltd. (the "Underwriters") under which the Underwriters have now agreed to purchase 7,500,000 subscription receipts, exchangeable into flow-through common shares of the Company (the "Subscription Receipts"), by way of a private placement on a "bought deal" basis, subject to all required regulatory approvals, at a price per Subscription Receipt of $1.50, for total gross proceeds of $11,250,000 (the "Offering").
The Underwriters have been granted the option to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 48 hours prior to the Closing Date (the "Option").
On September 17, 2013, the Company and Alpha Minerals Inc. ("Alpha") signed a definitive arrangement agreement to effect the previously announced transaction pursuant to which Fission will acquire Alpha and its primary asset, a 50-per-cent interest in the Patterson Lake South joint venture, the other 50 per cent of which is held by Fission (the "Alpha Transaction"). As per the terms and conditions of the definitive agreement Alpha has provided its consent with respect to the Offering.
The gross proceeds of the Offering shall be deposited in escrow on the Closing Date and will be released from escrow to the Company immediately following the closing of the Alpha Transaction and after the spinout of the Company's non-Patterson Lake South assets and receipt of all required third party and regulatory approvals (the "Escrow Release Conditions"). Consequently, the subscribers will not receive shares in the spinout company.
In the event that the Escrow Release Conditions are not satisfied on or before December 10, 2013, the gross proceeds of the Offering, together with accrued interest earned thereon will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
In connection with the Offering, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (inclusive of the Option) and that number of non-transferable broker warrants equal to 6.0% of the number of Subscription Receipts sold (inclusive of the Option). Each broker warrant will be exercisable into one common share of the Company for a period of 24 months from the Closing Date at a price of $1.50 per common share.
The Closing Date of the Offering is scheduled on or about October 24, 2013. 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 gross proceeds of the offering will be used for the sole purpose of exploring the Paterson Lake South project.
Fission Uranium 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. Common Shares are listed on the TSX Venture Exchange under the symbol "FCU" and trade on the OTCQX marketplace in the U.S. under the symbol "FCUUF."
ON BEHALF OF THE BOARD
Ross McElroy, President and COO
Cautionary Statement: Certain information contained in this press release constitutes "forward-looking information", within the meaning of Canadian legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur", "be achieved" or "has the potential to". Forward looking statements contained in this press release may include statements regarding potential spin-out and listing of Fission Uranium and the future operating or financial performance of Fission and Fission Uranium which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Among those factors which could cause actual results to differ materially are the following: market conditions and other risk factors listed from time to time in our reports filed with Canadian securities regulators on SEDAR at www.sedar.com. The forward-looking statements included in this press release are made as of the date of this press release and the Company and Fission Uranium disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.
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.