Item 7: Other Matters As far as Item 7 "Other Matters" goes I would like to see Fission 3.0 (FUU) purchase the Athabasca basin Clearwater property from Forum (FMC) and Vanadian (VEC). FUU would acquire prospective ground adjacent to Fission Uranium Corp (FCU) Patterson Lake South property and FMC would receive money to advance their Tattigaq property in the Thelon basin.
FUU investors would do well to consider history in making any DML merger/buy-out decision should it occur. Fission Uranium (FIS) shareholders did well in the 2013 Denison Mines Corp (DML) deal and FCU/FUU spinout. After rejecting the 2015 DML buy-out FCU shareholders were diluted dramatically through multiple rounds of private placements. There was no other option, money was needed to drill off the PLS Triple R deposit and the U price was low. In 2023 DML invested $15M in FUU, an interest bearing investment and show of faith. A brief history or DML dealings is provided below.
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History of DML Dealings with FIS/FCU/FUU
2013 Denison Mines Corp (DML) acquired Fission Uranium's (FIS) 60% interest in the Waterbury Lake uranium project:
1. DML acquired all of the outstanding common shares of FIS with FIS spinning out certain assets into a newly-incorporated exploration company, Fission Uranium Corp (FCU),
2. DML acquired FIS's 60% interest in the Waterbury Lake uranium project,
3. DML acquired FIS's exploration interests in all other properties in the eastern Athabasca Basin, Quebec and Nunavut, plus its interest in two joint ventures in Namibia,
4. FIS exploration properties in the western Athabasca Basin were spun out into Fission 3.0 (FUU), now F3 Uranium,
5. Each FIS Share was exchanged for 0.355 of a common share of DML, a nominal cash payment of $0.0001 and one (1) common share of FCU.
2015 DML merger offer rejected by shareholders:
1. 1.26 common shares of DML per FCU share,
2. $0.0001 cash per FCU share.
2015 China General Nuclear (CGN) $82.2M Private Placement:
1. CGN invests $82.2M in FCU and receives 96.7M shares FCU at 0.85 per share,
2. CGN Mining to purchase 20% of annual PLS uranium production and will have an option to purchase an additional 15% at a 5% discount from average spot market prices at the time of delivery,
3. CGN appoints 2 directors to FCU board,
4. anti-dilution rights in future FCU equity financings.
2023 FUU Closes $15 Million Strategic Investment from DML:
1. DML invests $15M into unsecured FUU convertible debentures,
2. Debentures carry a 9% coupon (the "Interest"), payable quarterly, have a maturity date of October 18, 2028, and are convertible at Denison's option into common shares of the Company at a conversion price of $0.56 per share (the "Conversion Price").
3. F3, at its sole discretion, may pay up to one-third of the Interest in common shares of F3 issued at a price per common share equal to the volume-weighted average trading price of F3's common shares on the TSX Venture Exchange (the "TSXV") for the 20 trading days ending on the day prior to the date on which such payment of Interest is due.
4. F3 will be entitled, on or after the third anniversary of the date of issuance of the Debentures, at any time the F3 20-day volume-weighted average price on the TSXV exceeds 130% of the Conversion Price, to redeem the Debentures at par plus accrued and unpaid Interest. Further, in the event of an F3 change of control transaction, F3 may redeem the Debentures at par plus accrued and unpaid interest plus an amount equal to the greater of (i) 15% of the principal amount and (ii) the amount of remaining unpaid Interest that would be payable during the initial three-year term of the Debentures.