Fission 3 Announces C$5 Million Bought Deal Private Placement at a 45% Premium to Market
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Kelowna, BC - December 5, 2022 - Fission 3.0 Corp. (“Fission 3.0” or the “Company”) (TSXV: FUU - OTC: FISOF - FRA:2F3A) is pleased to announce that it has entered into an agreement with Red Cloud Securities Inc., as lead underwriter and sole bookrunner, on behalf of a syndicate of underwriters (collectively, “the Underwriters”), pursuant to which the Company has agreed to sell to the Underwriters 11,904,762 flow-through common shares of the Company to be sold to purchasers (each, a “FT Share”) at a price of C$0.42 per FT Share (the “Offering Price”) for gross proceeds of C$5,000,000 (the “Underwritten Offering”).
The Company will grant to the Underwriters an option, exercisable up to 48 hours prior to the Closing Date (as defined below), to purchase for resale up to an additional 2,380,952 FT Shares (the “Over-Allotment Shares”) at the Offering Price for additional gross proceeds of up to C$1,000,000 (the “Over-Allotment Option”, and together with the Underwritten Offering, the “Offering”).
The Company will have the right to include a list of subscribers to purchase up to 2,380,952 FT Shares at the Offering Price for gross proceeds of up to C$1,000,000 under the Offering (the “President’s List”). The President’s List will be allocated under the Over-Allotment Option and, for greater certainty, all purchasers under the Over-Allotment Option will receive Over-Allotment Shares on the terms of the Offering and subject to certain resale restrictions as described below.
The FT Shares other than the Over-Allotment Shares will be offered by way of the “listed issuer” exemption under National Instrument 45-106 - Prospectus Exemptions in all the provinces of Canada with the exception of Quebec (the “Selling Jurisdictions”). The FT Shares other than the Over-Allotment Shares are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada. The Over-Allotment Shares will be offered by way of the “accredited investor” and “minimum amount investment” exemptions under National Instrument 45-106 – Prospectus Exemptions in the Selling Jurisdictions. The Over-Allotment Shares will be subject to a restricted period in Canada ending on the date that is four months plus one day following the closing of the Offering as defined in Subsection 2.5(2) of Multilateral Instrument 45-102 - Resale of Securities.
The Offering is expected to close on December 21, 2022 (the “Closing Date”). The Company will pay to the Underwriters a cash commission of 6.0% of the gross proceeds raised in respect of the Offering (the “Underwriters’ Commission”). In addition, the Company will issue to the Underwriters warrants of the Company (the “Broker Warrants”), exercisable for a period of 24 months following the Closing Date, to acquire in aggregate that number of common shares of the Company which is equal to 6.0% of the number of FT Shares sold under the Offering at an exercise price equal to C$0.42 per FT Share.
All FT Shares sold to purchasers under the President’s List will be subject to a reduced Underwriters’ Commission of 3.0% and that number of Broker Warrants equal to 3.0% of the number of FT Shares sold to purchasers under the President’s List.
The proceeds of the Offering will be used by the Company to fund exploration of the Company’s projects in the Athabasca Basin.
There is an offering document related to the Offering that can be accessed under the Company’s profile at www.sedar.com and at the Company’s website at www.fission3corp.com. Prospective investors should read this offering document before making an investment decision.
About Fission 3.0 Corp.
Fission 3.0 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 "FUU" and trade on the OTCQB under the symbol "FISOF".
On behalf of the Board
Dev Randhawa
Chief Executive Officer
+1 778 484-8030
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Forward-Looking Information:
This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the suitability of the Properties for mining exploration, future payments, issuance of shares and work commitment funds, entry into of a definitive option agreement respecting the Properties, are "forward-looking statements." These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
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 the future operating or financial performance of Fission 3.0 Corp. 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 Fission 3 Corp. 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 sec
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