Fission 3.0 Corp. Closes C$8.0 Million Financing to Drill 20 Holes on PLN
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.
TSX VENTURE SYMBOL: FUU
OTCQB SYMBOL: FISOF
www.fission3corp.com
December 21, 2022
Fission 3.0 Corp. Closes C$8.0 Million Financing
to Drill 20 Holes on PLN
Fission 3.0 Corp. (“Fission 3 .0” or the “ Company”) (TSX-V:FUU; OTCQB: FISOF) is
pleased to announce the closing of its previously announced brokered private placement
(the “Offering”) led by Red Cloud Securities Inc. on behalf of a syndicate of investment
dealers that included Haywood Securities Inc. and Sprott Capital Partners (collectively, the
“Dealers”). Under the Offering, the company sold 19,047,619 charitable flow-through
common shares of the Company (each, a “FT Share”) at a price of C$0.42 per FT Share for
gross proceeds of C$8 ,000,000, which includes the full exercise of the Dealers’ over -
allotment option. The Offering was originally announced on December 5, 2022 as a “bought-
deal” private placement for gross proceeds of C$5.0 million, but was subsequently upsized
(see the Company’s December 5, 2022 press release) due to strong investor demand.
A total of 11,904,762 FT Shares were sold 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”) and are freely tradeable pursuant to
applicable Canadian securities legislation. The remaining 7,142,857 FT Shares that were
sold under the Offering were offered by way of the “accredited investor” and minimum
amount investment” exemptions under National Instrument 45-106 – Prospectus
Exemptions in the Selling Jurisdictions and are subject to a four-month hold period ending
on April 22, 2023.
The proceeds of the Offering will be used by the Company to fund exploration of the
Company’s projects in the Athabasca Basin , specifically with respect to the drilling of 20
holes on its Patterson Lake North Property (“PLN”). The gross proceeds from the Offering
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, 2022 to the purchasers of the FT Shares 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 Shares for any additional taxes payable by such subscriber
as a result of the Company's failure to renounce the Qualifying Expenditures.
In connection with the Offering, the Company paid to the Dealers an aggregate cash
commission of C$450,000, equal to 6.0% of the gross proceeds raised under the Offering
(the “Broker Commission”) (except for gross proceeds raised from the sale of FT Shares
sold to purchasers on the President’s List, which was subject to a reduced 3.0% cash
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commission). The Company also issued to the Dealers a total of 1,071,428 warrants of the
Company (the “ Broker Warrants ” and, together with the Broker Commission, the
“Commission”), equal to 6.0% of the number of FT Shares sold pursuant to the Offering
(except for those FT Shares sold to purchasers on the President’s List, which were subject
to a reduced number of Broker Warrants equal to 3.0%). Each Broker Warrant entitles the
holder thereof to purchase one common share in the capital of the Company at a price of
C$0.42 at any time on or before December 21, 2024.
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 is a uranium project generator and explorat ion company, focusing on projects
in the Athabasca Basin, home to some of the world's largest high grade uranium discovery.
Fission currently has 16 projects in the Athabasca Basin. Several of Fission 3 .0's projects
are near large uranium discoveries, including Triple R, Arrow and Hurricane.
ON BEHALF OF THE BOARD Investor Relations
"Dev Randhawa" TF: 778-484-8030
Dev Randhawa, Chief Executive Officer www.fission3corp.com
Fission 3.0 Corp.
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of
Canada accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement: Fission 3.0 Corp.
This press release contains “forward-looking information” within the meaning of applicable
Canadian and United States securities laws, which is based upon the Company’s current
internal expectations, estimates, projections, assumptions and beliefs. The forward-looking
information included in this press release are made only as of the date of this press release.
Such forward -looking statements and forward -looking information include, but are not
limited to, statements concerning the Company’s expectations with respect to the Offering;
the use of proceeds of the Offering; completion of the Offering and the date of such
completion. Forward -looking statements or forward -looking information relate to future
events and future performance and include statements regarding the expectations and
beliefs of management based on information currently available to the Compan y. Such
forward-looking statements and forward-looking information often, but not always, can be
identified by the use of words such as “plans”, “expects”, “potential”, “is expected”,
“anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forec asts”, “intends”,
“anticipates”, or “believes” or the negatives thereof or variations of such words and phrases
or statements that certain actions, events or results “may”, “could”, “would”, “might” or
“will” be taken, occur or be achieved.
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Forward-looking statements or forward-looking information are subject to a variety of risks
and uncertainties which could cause actual events or results to differ materially from those
reflected in the forward -looking statements or forward -looking information, including ,
without limitation, risks and uncertainties relating to: general business and economic
conditions; regulatory approval for the Offering; completion of the Offering; changes in
commodity prices; the supply and demand for, deliveries of, and the level and volatility of
the price of nickel and other metals; changes in project parameters as exploration plans
continue to be refined; costs of exploration including labour and equipment costs; risks and
uncertainties related to the ability to obtain or maintain n ecessary licenses, permits or
surface rights; changes in credit market conditions and conditions in financial markets
generally; the ability to procure equipment and operating supplies in sufficient quantities
and on a timely basis; the availability of qualified employees and contractors; the impact of
value of the Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial
results; market competition; exploration results not being consistent with the Company’s
expectations; changes in taxation rates or policies; technical difficulties in connection with
mining activities; changes in environmental regulation; environmental compliance issues;
other risks of the mining industry; and risks related to the effects of COVID-19. Should one
or mor e of these risks and uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in forward-looking
statements or forward -looking information. Although the Company has attempted to
identify important factors that could cause actual results to differ materially, there may be
other factors that could cause results not to be as anticipated, estimated or intended. For
more information on the Company and the risks and challenges of its busi ness, investors
should review the Company’s annual filings that are available 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 3.0 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 securities legislation.