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
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