Fission arranges $9-million private placementsFission arranges $9-million private placements
2010-03-09 16:31 ET - News Release
Mr. Devinder Randhawa reports
FISSION ARRANGES BROKERED PRIVATE PLACEMENT
Fission Energy Corp. has entered into a letter of engagement with Dundee Securities Corp. and a syndicate of underwriters under which the underwriters have agreed to purchase on a bought deal private placement basis 6.25 million units of the company at a price of 80 cents per unit and 2.11 million flow-through common shares at a price of 95 cents per flow-through common share for total gross proceeds of $7,004,500, with the underwriters having the option to purchase up to an additional 3.75 million units at 80 cents per unit, exercisable in whole or in part at any time up to 24 hours before the closing date. Each unit consists of one common share plus one-half of one transferable common share purchase warrant with each whole purchase warrant exercisable into a common share at a price of $1 per share for a period of 24 months from closing. In the event that the company's common shares trade at a closing price on the TSX Venture Exchange of greater than $1.60 per share for a period of 20 consecutive trading days at any time after four months and one day after the closing date, the company may accelerate the expiry date of the warrants by giving notice to the holders thereof and in such case the warrants will expire on the 30th day after the date on which such notice is given by the company.
In connection with the offering, the underwriters will receive a cash commission equal to 6 per cent of the gross proceeds raised under the offering and that number of non-transferable broker warrants equal to 6 per cent of the number of units and flow-through common shares sold. Each broker warrant will be exercisable into one common share of the corporation for a period of 24 months from the closing date at a price of $1 per share.
Closing of the offering is scheduled to occur on or about April 7, 2010. 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 company will also undertake a concurrent non-brokered private placement of up to 2.5 million units of the company at a price of 80 cents per unit. Each such unit will consist of one common share of the company and one-half of one transferable common share purchase warrant. Each whole warrant will be exchangeable into one common share of the company at a price of $1 per share for a period of 24 months from the date of issue, subject to the acceleration option described above.
The proceeds of the financings will be used to advance development of the company's properties, for acquisitions and for general working capital.
We seek Safe Harbor.