Fission 3.0 Corp. Announces Upsize of Brokered Private Placement to up to C$7.5 Million
Fission 3.0 Corp. Announces Upsize of
Brokered Private Placement to up to C$7.5
Million
Kelowna, British Columbia--(Newsfile Corp. - December 8, 2021) - Fission 3.0 Corp. (TSXV: FUU) (the
"
Company
") is pleased to announce that due to significant investor demand, the Company has
increased the size of its previously announced "best efforts" private placement (the "
Offering
") from
C$5,000,000 to up to C$7,500,000 from the sale of any combination of the following:
units of the Company (each, a "
Unit
") at a price of C$0.21 per Unit;
flow-through units of the Company (each, a "
FT Unit
") at a price of C$0.23 per FT Unit; and
FT Units to be sold to charitable purchasers (each, a "
Charity FT Unit
") at a price of C$0.29 per
Charity FT Unit.
Each Unit will be comprised of one common share of the Company (each, a "
Unit Share
") and one
common share purchase warrant (each, a "
Warrant
"). Each FT Unit will be comprised of one common
share of the Company to be issued as a "flow-through share" within the meaning of the
Income Tax Act
(Canada) (each, a "
FT Share
") and one half of one Warrant. Each Charity FT Unit will consist of one FT
Share and one Warrant. Each whole Warrant shall entitle the holder to purchase one common share of
the Company (each, a "
Warrant Share
") at a price of C$0.26 at any time on or before that date which is
24 months after the closing date of the Offering.
Red Cloud Securities Inc. (the "
Agent
") is acting as sole agent and bookrunner under the Offering. The
Agent will have an option, exercisable in full or in part up to 48 hours prior to the closing date of the
Offering, to sell up to additional C$1,500,000 in any combination of Units, FT Units and Charity FT Units
at their respective offering prices.
The Company intends to use the proceeds raised from the Offering for future exploration work on the
Company's projects, corporate development and general corporate and working capital purposes. The
gross proceeds from the issuance of the FT Shares will be used for "Canadian Exploration Expenses"
(within the meaning of the
Income Tax Act
(Canada)) (the "Qualifying Expenditures"), which will be
renounced with an effective date no later than December 31, 2021 to the purchasers of the FT Units and
Charity FT Units in an aggregate amount not less than the gross proceeds raised from the issue of the
FT Shares.
If the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company
will indemnify each subscriber of FT Units and Charity FT Units for any additional taxes payable by such
subscriber as a result of the Company's failure to renounce the Qualifying Expenditures.
The Offering is scheduled to close on or around December 22, 2021 and is subject to certain conditions
including, but not limited to, the receipt of all necessary regulatory approvals including, but not limited to,
the approval of the TSX Venture Exchange. The Unit Shares, FT Shares and Warrant Shares will be
subject to a hold period of four months and one day from the closing date of the Offering.
The securities described herein have not been, and will not be, registered under the United States
Securities Act, or any state securities laws, and accordingly, may not be offered or sold within the
United States except in compliance with the registration requirements of the U.S. Securities Act and
applicable state securities requirements or pursuant to exemptions therefrom. This press release
does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About Fission 3.0 Corp.
Fission 3.0 Corp. is a uranium project generator and exploration company, focusing on projects in the
Athabasca Basin, home to some of the world's largest high-grade uranium discoveries. Fission 3.0
currently has 16 projects in the Athabasca Basin region. Several of Fission 3.0's projects are near large
uranium discoveries, including Arrow, Triple R and Hurricane deposits. Fission 3.0 has recently
completed an $8 million funding with Red Cloud Securities Inc. and is currently planning a winter
exploration/drill program on its PLN project. It is also entertaining JV partners with some of its other
projects.
ON BEHALF OF THE BOARD
"Dev Randhawa"
Dev Randhawa, CEO
For more information, please contact
Neither the 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
news release.
Cautionary Statement Regarding Forward Looking Information
This news release contains "forward-looking information or statements" within the meaning of applicable
securities laws, which may include, without limitation, statements that address the Company's plans for
its properties/projects, the TSXV's final approval of the Offering, the use of funds, other statements
relating to the technical, financial and business prospects of the Company, and other matters. All
statements in this news release, other than statements of historical facts, that address events or
developments that the Company expects to occur, are forward-looking statements. Although the
Company believes the expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance and actual results
may differ materially from those in the forward-looking statements. Such statements and information are
based on numerous assumptions regarding present and future business strategies and the environment
in which the Company will operate in the future, including the price of metals, the ability to achieve its
goals, that general business and economic conditions will not change in a material adverse manner, that
financing will be available if and when needed and on reasonable terms. Such forward-looking
information reflects the Company's views with respect to future events and is subject to risks,
uncertainties and assumptions, including those filed under the Company's profile on SEDAR at
www.sedar.com
. Factors that could cause actual results to differ materially from those in forward looking
statements include, but are not limited to, continued availability of capital and financing and general
economic, market or business conditions, the impact of COVID-19 or other viruses and diseases on the
Company's ability to operate, adverse weather conditions, failure to obtain the necessary equipment or
machinery, failure to maintain all necessary government permits, approvals and authorizations, failure to
maintain community acceptance (including First Nations), increase in costs, litigation, and failure of
counterparties to perform their contractual obligations. The Company does not undertake to update
forward-looking statements or forward-looking information, except as required by law.
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INTO THE UNITED STATES.
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